SUCH CONDUIT INVESTOR, (II) THE
FUNDING AGENT FOR SUCH CONDUIT INVESTOR WILL ACT AS THE FUNDING AGENT FOR SUCH
CONDUIT ASSIGNEE HEREUNDER, WITH ALL CORRESPONDING RIGHTS AND POWERS, EXPRESS OR
IMPLIED, GRANTED TO THE FUNDING AGENT HEREUNDER OR UNDER THE OTHER TRANSACTION
DOCUMENTS, (III) SUCH CONDUIT ASSIGNEE AND ITS LIQUIDITY SUPPORT PROVIDER(S) AND
CREDIT SUPPORT PROVIDER(S) AND OTHER RELATED PARTIES, IN EACH CASE RELATING TO
THE COMMERCIAL PAPER AND/OR THE SERIES 2007-1 CLASS A-1 ADVANCE NOTES, SHALL
HAVE THE BENEFIT OF ALL THE RIGHTS AND PROTECTIONS PROVIDED TO SUCH CONDUIT
INVESTOR HEREIN AND IN THE OTHER TRANSACTION
55
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY LIMITATION ON RECOURSE AGAINST
SUCH CONDUIT ASSIGNEE AS PROVIDED IN THIS AGREEMENT), (IV) SUCH CONDUIT ASSIGNEE
SHALL ASSUME ALL OF SUCH CONDUIT INVESTOR'S OBLIGATIONS, IF ANY, HEREUNDER OR
UNDER THE BASE INDENTURE OR UNDER ANY OTHER TRANSACTION DOCUMENT WITH RESPECT TO
SUCH PORTION OF THE INVESTOR GROUP PRINCIPAL AMOUNT AND SUCH CONDUIT INVESTOR
SHALL BE RELEASED FROM SUCH OBLIGATIONS, (V) ALL DISTRIBUTIONS IN RESPECT OF THE
INVESTOR GROUP PRINCIPAL AMOUNT OR SUCH PORTION THEREOF WITH RESPECT TO SUCH
CONDUIT INVESTOR SHALL BE MADE TO THE APPLICABLE FUNDING AGENT ON BEHALF OF SUCH
CONDUIT ASSIGNEE, (VI) THE DEFINITION OF THE TERM "CP RATE" WITH RESPECT TO THE
PORTION OF THE INVESTOR GROUP PRINCIPAL AMOUNT WITH RESPECT TO SUCH CONDUIT
ASSIGNEE, AS APPLICABLE, FUNDED OR MAINTAINED WITH COMMERCIAL PAPER, IF ANY,
FROM TIME TO TIME SHALL BE DETERMINED IN THE MANNER SET FORTH IN THE DEFINITION
OF "CP RATE" APPLICABLE TO SUCH CONDUIT ASSIGNEE ON THE BASIS OF THE COSTS
REFERRED TO THEREIN APPLICABLE TO SUCH CONDUIT ASSIGNEE (RATHER THAN ANY OTHER
CONDUIT INVESTOR), (VII) THE DEFINED TERMS AND OTHER TERMS AND PROVISIONS OF
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL BE INTERPRETED IN
ACCORDANCE WITH THE FOREGOING, AND (VIII) IF REQUESTED BY THE FUNDING AGENT WITH
RESPECT TO SUCH CONDUIT ASSIGNEE, THE PARTIES WILL EXECUTE AND DELIVER SUCH
FURTHER AGREEMENTS AND DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS THE FUNDING
AGENT MAY REASONABLY REQUEST TO EVIDENCE AND GIVE EFFECT TO THE FOREGOING.
NO
ASSIGNMENT BY ANY CONDUIT INVESTOR TO A CONDUIT ASSIGNEE OF ALL OR ANY PORTION
OF THE INVESTOR GROUP PRINCIPAL AMOUNT WITH RESPECT TO SUCH CONDUIT INVESTOR
SHALL IN ANY WAY DIMINISH THE OBLIGATION OF THE COMMITTED NOTE PURCHASERS IN THE
SAME INVESTOR GROUP AS SUCH CONDUIT INVESTOR UNDER SECTION 2.03 TO FUND ANY
INCREASE NOT FUNDED BY SUCH CONDUIT INVESTOR OR SUCH CONDUIT ASSIGNEE.
(D)
WITHOUT LIMITING ANY OF THE FOREGOING, SUBJECT TO SECTIONS 6.03
AND 9.17(G), ANY CONDUIT INVESTOR AND THE RELATED COMMITTED NOTE
PURCHASER(S) MAY AT ANY TIME SELL ALL OR ANY PART OF THEIR RESPECTIVE RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT, THE SERIES 2007-1 CLASS A-1 ADVANCE NOTES AND
ANY OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, WITH THE PRIOR WRITTEN
CONSENT (NOT TO BE UNREASONABLY WITHHELD) OF THE CO-ISSUERS, THE SWINGLINE
LENDER AND THE L/C PROVIDER, TO A MULTI-SELLER COMMERCIAL PAPER CONDUIT, WHOSE
COMMERCIAL PAPER IS RATED