EXTENT, AND AS IF, SUCH LIQUIDITY 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 HEREBY AGREES (WHICH AGREEMENT SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT) THAT, PRIOR TO
48
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 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 11.05, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN
CONSENT OF, BAFC AND THE ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY PROCESSING
FEE THEREFORE, ASSIGN ALL OR A PORTION OF ITS INTEREST IN ANY LIQUIDITY LOAN TO
THE GRANTING BANK OR TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO BY BAFC AND THE
ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE
ACCOUNT OF SUCH SPC TO SUPPORT THE FUNDING OR MAINTENANCE OF LIQUIDITY LOANS AND
(II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS
LIQUIDITY 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 THE SPC.
SECTION 11.06
NOTICES, REQUESTS, DEMANDS.
EXCEPT WHERE TELEPHONIC
INSTRUCTIONS OR NOTICES ARE AUTHORIZED HEREIN TO BE GIVEN, ALL NOTICES, DEMANDS,
INSTRUCTIONS AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN TO OR
MADE UPON ANY PARTY HERETO SHALL BE IN WRITING AND SHALL BE PERSONALLY DELIVERED
OR SENT BY REGISTERED, CERTIFIED OR EXPRESS MAIL (OR OTHER OVERNIGHT COURIER
SERVICE), POSTAGE PREPAID, RETURN RECEIPT REQUESTED, OR BY FACSIMILE
TRANSMISSION, AND SHALL BE DEEMED TO BE GIVEN FOR PURPOSES OF THIS AGREEMENT ON
THE DAY THAT SUCH WRITING IS DELIVERED OR SENT TO THE INTENDED RECIPIENT THEREOF
IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION.
UNLESS OTHERWISE SPECIFIED
IN A NOTICE SENT OR DELIVERED IN ACCORDANCE WITH THE FOREGOING PROVISIONS OF
THIS SECTION, NOTICES, DEMANDS, INSTRUCTIONS AND OTHER COMMUNICATIONS IN WRITING
SHALL BE GIVEN TO OR MADE UPON THE RESPECTIVE PARTIES HERETO AT THEIR RESPECTIVE
NOTICE ADDRESSEES (OR TO THEIR RESPECTIVE FACSIMILE TRANSMISSION NUMBERS), AND,
IN THE CASE OF TELEPHONIC INSTRUCTIONS OR NOTICES, BY CALLING THE TELEPHONE
NUMBER OR NUMBERS INDICATED FOR SUCH PARTY.
If to a Liquidity Bank other than the Administrative Agent, notice shall be made
in accordance with the information set forth with respect to each Liquidity Bank
on the signature page hereto.
SECTION 11.07
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN
ARTICLE IX SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND EACH
LIQUIDITY LOAN NOTE AND SHALL CONTINUE ONLY SO LONG