OTHER AMOUNTS PAYABLE HEREUNDER, IN EACH CASE TO THE EXTENT SUBJECT TO
SUCH PARTICIPATION.
(F)
ANY LENDER MAY, IN CONNECTION WITH ANY ASSIGNMENT OR
PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION
8.07, DISCLOSE TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR
PARTICIPANT, ANY INFORMATION RELATING TO THE BORROWER FURNISHED TO SUCH LENDER
BY OR ON BEHALF OF THE BORROWER; PROVIDED, HOWEVER, THAT, PRIOR TO ANY SUCH
DISCLOSURE, THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT
SHALL AGREE TO PRESERVE THE CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION
RELATING TO THE BORROWER RECEIVED BY IT FROM SUCH LENDER.
(G)
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT,
(I) ANY LENDER MAY AT ANY TIME GRANT A SECURITY INTEREST (OR ANY OTHER SIMILAR
INTEREST) IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT (INCLUDING
THE LOANS OWING TO IT AND ANY NOTE OR NOTES HELD BY IT) TO ANY FEDERAL RESERVE
BANK IN ACCORDANCE WITH REGULATION A OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM AND (II) ANY LENDER THAT IS A FUND MAY GRANT A SECURITY INTEREST
IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO ANY LENDER OR ANY
TRUSTEE FOR, OR ANY OTHER REPRESENTATIVE OF, HOLDERS OF OBLIGATIONS OWED OR
SECURITIES ISSUED BY SUCH FUND AS SECURITY FOR SUCH OBLIGATIONS OR SECURITIES OR
ANY INSTITUTIONAL CUSTODIAN FOR SUCH FUND OR FOR SUCH LENDER; PROVIDED THAT, IN
EACH CASE, NO SUCH ASSIGNMENT OR GRANT OF SECURITY INTEREST SHALL RELEASE THE
ASSIGNING LENDER FROM ITS OBLIGATIONS AND DUTIES HEREUNDER.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
LENDER (A "GRANTING BANK") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (A
"SPC"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE GRANTING BANK TO
THE ADMINISTRATIVE AGENT AND THE BORROWER, THE OPTION TO PROVIDE TO THE BORROWER
ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING BANK WOULD OTHERWISE BE OBLIGATED
TO MAKE TO THE BORROWER PURSUANT TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT (I)
NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO MAKE ANY LOAN, (II)
IF A SPC ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE ALL OR
ANY PART OF SUCH LOAN, THE GRANTING BANK SHALL BE OBLIGATED TO MAKE SUCH LOAN
PURSUANT TO THE TERMS HEREOF.
THE MAKING OF A LOAN BY A SPC HEREUNDER SHALL
UTILIZE THE COMMITMENT OF THE GRANTING BANK TO THE SAME EXTENT, AND AS IF, SUCH
LOAN WERE MADE BY SUCH GRANTING BANK.
EACH PARTY HERETO HEREBY AGREES THAT NO
SPC SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS
AGREEMENT (ALL LIABILITY FOR WHICH SHALL REMAIN WITH THE GRANTING BANK).
IN
FURTHERANCE OF THE FOREGOING, EACH PARTY HERETO HEREBY AGREES (WHICH AGREEMENT
SHALL SURVIVE THE TERMINATION OF THIS
56
AGREEMENT) THAT, PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE
PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER OR OTHER SENIOR INDEBTEDNESS
OF ANY SPC,