THE RELEVANT BORROWER, THE OPTION TO PROVIDE TO
SUCH BORROWER ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING BANK WOULD
OTHERWISE BE OBLIGATED TO MAKE TO SUCH BORROWER PURSUANT TO THIS AGREEMENT;
PROVIDED, THAT (I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO
MAKE ANY LOAN, AND (II) IF AN 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 AN 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
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, IT WILL NOT INSTITUTE
78
AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, SUCH SPC ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS
UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
IN ADDITION,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION, ANY SPC MAY
(I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN CONSENT OF, THE RELEVANT
BORROWER, THE ADMINISTRATIVE AGENT AND THE ISSUING LENDERS AND WITHOUT PAYING
ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN ANY
LOANS TO THE GRANTING BANK OR TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO BY
SUCH BORROWER, THE ADMINISTRATIVE AGENT AND EACH ISSUING LENDER) PROVIDING
LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE ACCOUNT OF SUCH SPC TO SUPPORT THE
FUNDING OR MAINTENANCE OF LOANS AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY
NON-PUBLIC INFORMATION RELATING TO ITS LOANS TO ANY RATING AGENCY, COMMERCIAL
PAPER DEALER OR PROVIDER OF ANY SURETY, GUARANTEE OR CREDIT OR LIQUIDITY
ENHANCEMENT TO SUCH SPC.
THIS SECTION MAY NOT BE AMENDED WITHOUT THE WRITTEN
CONSENT OF ANY SPC WHICH HAS BEEN IDENTIFIED AS SUCH BY THE GRANTING BANK TO THE
ADMINISTRATIVE AGENT AND THE RELEVANT BORROWER AND WHICH THEN HOLDS ANY LOAN
PURSUANT TO THIS PARAGRAPH (I).
(J)
NEITHER CBS NOR ANY SUBSIDIARY BORROWER SHALL ASSIGN OR DELEGATE
ANY OF ITS RIGHTS OR DUTIES HEREUNDER WITHOUT THE PRIOR CONSENT OF ALL THE
LENDERS; PROVIDED, CBS MAY ASSIGN OR DELEGATE ANY OF ITS RIGHTS OR DUTIES
HEREUNDER (EXCEPTING ITS RIGHTS AND DUTIES PURSUANT TO SECTION 8.1) TO ANY
SUBSIDIARY BORROWER AND ANY SUBSIDIARY BORROWER MAY ASSIGN OR DELEGATE ANY OF
ITS RIGHTS OR DUTIES HEREUNDER TO CBS OR (EXCEPTING CBS OPERATIONS' RIGHTS AND
DUTIES PURSUANT TO 8.2) TO ANY OTHER SUBSIDIARY BORROWER, IN EACH CASE WITHOUT
THE PRIOR CONSENT OF THE