UNDER SECTION
2.11(B)(II).
EACH PARTY HERETO HEREBY AGREES THAT (I) NEITHER THE GRANT TO ANY
SPC NOR THE EXERCISE BY ANY SPC OF SUCH OPTION SHALL INCREASE THE COSTS OR
EXPENSES OR OTHERWISE INCREASE OR CHANGE THE OBLIGATIONS OF THE COMPANY UNDER
THIS CREDIT AGREEMENT (INCLUDING ITS OBLIGATIONS UNDER SECTION 3.04), (II) NO
SPC SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS
CREDIT AGREEMENT FOR WHICH A LENDER WOULD BE LIABLE, AND (III) THE GRANTING
LENDER SHALL FOR ALL PURPOSES, INCLUDING THE APPROVAL OF ANY AMENDMENT, WAIVER
OR OTHER MODIFICATION OF ANY PROVISION OF ANY LOAN DOCUMENT, REMAIN THE LENDER
OF RECORD HEREUNDER.
THE MAKING OF A LOAN BY AN SPC HEREUNDER SHALL UTILIZE THE
COMMITMENT OF THE GRANTING LENDER TO THE SAME EXTENT, AND AS IF, SUCH LOAN WERE
MADE BY SUCH GRANTING LENDER.
IN FURTHERANCE OF THE FOREGOING, EACH PARTY
HERETO HEREBY AGREES (WHICH AGREEMENT SHALL SURVIVE THE TERMINATION OF THIS
CREDIT 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 DEBT OF ANY
SPC, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING
AGAINST, SUCH SPC ANY 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 COMPANY AND THE
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ADMINISTRATIVE AGENT AND WITH THE PAYMENT OF A PROCESSING FEE IN THE AMOUNT OF
$2,500, 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.
(I)
RESIGNATION AS L/C ISSUER AFTER ASSIGNMENT.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF AT ANY TIME BANK OF AMERICA
ASSIGNS ALL OF ITS REVOLVING CREDIT COMMITMENTS AND REVOLVING CREDIT LOANS
PURSUANT TO SECTION 10.06(B), BANK OF AMERICA MAY UPON 30 DAYS' NOTICE TO THE
COMPANY AND THE LENDERS, RESIGN AS L/C ISSUER.
IN THE EVENT OF ANY SUCH
RESIGNATION AS L/C ISSUER, THE COMPANY SHALL BE ENTITLED TO APPOINT FROM AMONG
THE LENDERS A SUCCESSOR L/C ISSUER HEREUNDER; PROVIDED, HOWEVER, THAT NO FAILURE
BY THE COMPANY TO APPOINT ANY SUCH SUCCESSOR SHALL AFFECT THE RESIGNATION OF
BANK OF AMERICA AS L/C ISSUER.
IF BANK OF AMERICA RESIGNS AS L/C ISSUER, IT
SHALL RETAIN ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE L/C ISSUER
HEREUNDER WITH RESPECT TO ALL LETTERS OF CREDIT OUTSTANDING AS OF THE EFFECTIVE
DATE OF ITS RESIGNATION AS L/C ISSUER AND ALL L/C OBLIGATIONS WITH RESPECT
THERETO (INCLUDING THE RIGHT TO REQUIRE THE LENDERS TO MAKE BASE RATE LOANS OR
FUND RISK PARTICIPATIONS IN UNREIMBURSED AMOUNTS PURSUANT TO SECTION 2.03(C)).
UPON THE APPOINTMENT AND