BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY, OR LIQUIDATION PROCEEDING
UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY SPC MAY (I) WITH NOTICE TO, BUT
WITHOUT PRIOR CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT AND WITH THE
PAYMENT OF A PROCESSING FEE OF $3,500, ASSIGN ALL OR ANY PORTION OF ITS RIGHT TO
RECEIVE PAYMENT WITH RESPECT TO ANY LOAN TO THE GRANTING LENDER AND (II)
DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS
FUNDING OF LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF
ANY SURETY OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
LENDER THAT IS A FUND MAY CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF
THE LOANS OWING TO IT AND THE NOTE, IF ANY, HELD BY IT TO THE TRUSTEE FOR
HOLDERS OF OBLIGATIONS OWED, OR SECURITIES ISSUED, BY SUCH FUND AS SECURITY FOR
SUCH OBLIGATIONS OR SECURITIES, PROVIDED THAT UNLESS AND UNTIL SUCH TRUSTEE
ACTUALLY BECOMES A LENDER IN COMPLIANCE WITH THE OTHER PROVISIONS OF THIS
SECTION 10.04, (I) NO SUCH PLEDGE SHALL RELEASE THE PLEDGING LENDER FROM ANY OF
ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND (II) SUCH TRUSTEE SHALL NOT BE
ENTITLED TO EXERCISE ANY OF THE RIGHTS OF A LENDER UNDER THE LOAN DOCUMENTS EVEN
THOUGH SUCH TRUSTEE MAY HAVE ACQUIRED OWNERSHIP RIGHTS WITH RESPECT TO THE
PLEDGED INTEREST THROUGH FORECLOSURE OR OTHERWISE.
(I)
[THE L/C ISSUER MAY ASSIGN ALL OR A PORTION OF ITS OBLIGATIONS
ONLY TO (X) ANY AFFILIATE WITH A LONG-TERM CREDIT RATING NO LOWER THAN THAT OF
THE ASSIGNOR FROM EACH OF MOODY'S INVESTOR'S SERVICE, INC. ("MOODY'S") AND
STANDARD & POOR'S RATING SERVICES ("S&P")
65
(OR THEIR RESPECTIVE SUCCESSORS) AND WITH MARKET ACCEPTANCE BY BENEFICIARIES OF
LETTERS OF CREDIT SIMILAR TO THAT OF THE L/C ISSUER IN THE REASONABLE JUDGMENT
OF THE L/C ISSUER, PROVIDED THAT IN THE EVENT THAT PRIOR TO SUCH ASSIGNMENT, THE
LONG-TERM CREDIT RATING OF THE L/C ISSUER FROM EITHER MOODY'S OR S&P (OR ITS
SUCCESSOR) IS LOWER THAN THE LONG-TERM CREDIT RATING OF THE L/C ISSUER FROM
MOODY'S OR S&P ON THE CLOSING DATE, THEN THE L/C ISSUER SHALL, AT THE TIME OF
SUCH ASSIGNMENT, OBTAIN THE BORROWER'S CONSENT, NOT TO BE UNREASONABLY WITHHELD,
OR (Y) AN ASSIGNEE OR SUCCESSOR PURSUANT TO A MERGER, CONSOLIDATION OR
AMALGAMATION WITH OR INTO, OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE
ASSIGNOR'S ASSETS TO, ANOTHER ENTITY.]
SECTION 10.05
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE BY THE OBLIGORS HEREIN AND IN THE OTHER LOAN DOCUMENTS AND IN
THE CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH OR PURSUANT
TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE CONSIDERED TO HAVE BEEN
RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE MAKING OF ANY LOANS, REGARDLESS OF ANY
INVESTIGATION MADE BY ANY SUCH OTHER PARTY