NOT
JOINT, (V) ALL DISTRIBUTIONS IN RESPECT OF THE NET INVESTMENT SHALL BE MADE TO
THE APPLICABLE AGENT OR ADMINISTRATIVE TRUSTEE, AS APPLICABLE, ON BEHALF OF THE
LENDER AND SUCH CONDUIT ASSIGNEE ON A PRO RATA BASIS ACCORDING TO THEIR
RESPECTIVE INTERESTS, (VI) THE DEFINITION OF THE TERM "CP RATE" WITH RESPECT TO
THE PORTION OF THE NET INVESTMENT FUNDED WITH COMMERCIAL PAPER
44
ISSUED BY THE LENDER FROM TIME TO TIME SHALL BE DETERMINED IN THE MANNER SET
FORTH IN THE DEFINITION OF "CP RATE" APPLICABLE TO THE LENDER ON THE BASIS OF
THE INTEREST RATE OR DISCOUNT APPLICABLE TO COMMERCIAL PAPER ISSUED BY SUCH
CONDUIT ASSIGNEE (RATHER THAN THE LENDER), (VII) THE DEFINED TERMS AND OTHER
TERMS AND PROVISIONS OF THIS LOAN AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS
SHALL BE INTERPRETED IN ACCORDANCE WITH THE FOREGOING, AND (VIII) IF REQUESTED
BY THE AGENT OR ADMINISTRATIVE TRUSTEE WITH RESPECT TO THE CONDUIT ASSIGNEE, THE
PARTIES WILL EXECUTE AND DELIVER SUCH FURTHER AGREEMENTS AND DOCUMENTS AND TAKE
SUCH OTHER ACTIONS AS THE AGENT OR SUCH ADMINISTRATIVE TRUSTEE MAY REASONABLY
REQUEST TO EVIDENCE AND GIVE EFFECT TO THE FOREGOING.
NO ASSIGNMENT BY THE
LENDER TO A CONDUIT ASSIGNEE OF ALL OR ANY PORTION OF THE NET INVESTMENT SHALL
IN ANY WAY DIMINISH THE RELATED BANK INVESTORS' OBLIGATION UNDER SECTION 2.3 TO
FUND ANY INVESTMENT NOT FUNDED BY THE LENDER OR SUCH CONDUIT ASSIGNEE OR TO
ACQUIRE FROM THE LENDER OR SUCH CONDUIT ASSIGNEE ALL OR ANY PORTION OF THE NET
INVESTMENT PURSUANT TO SECTION 2.13.
THE AGENT SHALL PROMPTLY NOTIFY THE
TRUSTEE OF ANY SUCH ASSIGNMENT.
(B)
IN THE EVENT THAT THE LENDER MAKES AN ASSIGNMENT TO A CONDUIT
ASSIGNEE IN ACCORDANCE WITH CLAUSE (A) ABOVE, THE BANK INVESTORS: (I) IF
REQUESTED BY THE AGENT, SHALL TERMINATE THEIR PARTICIPATION IN THE APPLICABLE
PROGRAM SUPPORT AGREEMENT TO THE EXTENT OF SUCH ASSIGNMENT, (II) IF REQUESTED BY
THE AGENT, SHALL EXECUTE (EITHER DIRECTLY OR THROUGH A PARTICIPATION AGREEMENT,
AS DETERMINED BY THE ADMINISTRATIVE TRUSTEE) THE PROGRAM SUPPORT AGREEMENT
RELATED TO SUCH CONDUIT ASSIGNEE, TO THE EXTENT OF SUCH ASSIGNMENT, THE TERMS OF
WHICH SHALL BE SUBSTANTIALLY SIMILAR TO THOSE OF THE PARTICIPATION OR OTHER
AGREEMENT ENTERED INTO BY SUCH BANK INVESTOR WITH RESPECT TO THE APPLICABLE
PROGRAM SUPPORT AGREEMENT (OR WHICH SHALL BE OTHERWISE REASONABLY SATISFACTORY
TO SUNTRUST CAPITAL MARKETS, INC. AND THE BANK INVESTORS), (III) IF REQUESTED BY
THE LENDER, SHALL ENTER INTO SUCH AGREEMENTS AS REQUESTED BY THE LENDER PURSUANT
TO WHICH THEY SHALL BE OBLIGATED TO PROVIDE FUNDING TO THE CONDUIT ASSIGNEE ON
SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS IS PROVIDED FOR IN THIS LOAN
AGREEMENT IN RESPECT OF THE LENDER (OR WHICH AGREEMENTS SHALL BE OTHERWISE
REASONABLY SATISFACTORY TO THE LENDER AND THE BANK INVESTORS), AND (IV) SHALL
TAKE SUCH ACTIONS AS THE AGENT SHALL REASONABLY REQUEST IN CONNECTION THEREWITH.
SECTION 8.13.
ASSIGNMENT BY LENDER TO PROGRAM SUPPORT PROVIDER.
THE
BORROWER HEREBY AGREES AND CONSENTS TO THE ASSIGNMENT BY THE LENDER FROM TIME TO
TIME OF ALL