THE CASE OF PARTICIPANTS,
EXCEPT FOR THOSE DESCRIBED IN CLAUSE (V) OF SECTION 9.2(C).
NO PARTY HERETO
SHALL INSTITUTE (AND EACH OF BORROWER AND HOLDINGS SHALL CAUSE EACH OTHER CREDIT
PARTY NOT TO INSTITUTE) AGAINST ANY SPV GRANTEE OF AN OPTION PURSUANT TO THIS
CLAUSE (H) ANY BANKRUPTCY, REORGANIZATION, INSOLVENCY, LIQUIDATION OR SIMILAR
PROCEEDING, PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE PAYMENT IN
FULL OF ALL OUTSTANDING COMMERCIAL PAPER OF SUCH SPV; PROVIDED, HOWEVER, THAT
EACH LENDER HAVING DESIGNATED AN SPV AS SUCH AGREES TO INDEMNIFY EACH CREDIT
PARTY AGAINST ANY LIABILITY THAT MAY BE INCURRED BY, OR ASSERTED AGAINST, SUCH
CREDIT PARTY AS A RESULT OF FAILING TO INSTITUTE SUCH PROCEEDING (INCLUDING A
FAILURE TO GET REIMBURSED BY SUCH SPV FOR ANY SUCH LIABILITY).
THE AGREEMENT IN
THE PRECEDING SENTENCE SHALL SURVIVE THE TERMINATION OF THE COMMITMENTS AND THE
PAYMENT IN FULL OF THE OBLIGATIONS.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS AGREEMENT, SO LONG AS (W) THE CONDITIONS SET FORTH IN SECTION 8.1(A)
WITH RESPECT TO ANY ASSIGNMENTS ARE SATISFIED WITH RESPECT TO SUCH REPURCHASE,
(X) BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH ASSIGNMENT, NO ADVANCES ARE, OR
WILL BE, OUTSTANDING, (Y) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT FROM SUCH ASSIGNMENT AND (Z) THE BORROWER HAS
DELIVERED A CERTIFICATE TO THE AGENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE AGENT AND SIGNED BY THE CHIEF EXECUTIVE OFFICER OR CHIEF
FINANCIAL OFFICER OF THE BORROWER CERTIFYING THAT EACH OF THE CONDITIONS SET
FORTH IN THIS SECTION 8.1(I) HAVE BEEN SATISFIED AND THAT THE TERMS OF SUCH
REPURCHASE CONFORM TO THE REQUIREMENTS SET FORTH HEREIN, THEN A CREDIT PARTY OR
AN AFFILIATE OF A CREDIT PARTY MAY REPURCHASE OUTSTANDING TERM LOANS ON THE
FOLLOWING BASIS:
(I)
SUCH TERM LOANS SHALL BE
PURCHASED FROM LENDERS HOLDING SUCH TERM LOANS THROUGH AN AUCTION PROCESS THE
TERMS AND CONDITIONS OF WHICH AUCTION SHALL BE DETERMINED BY THE AGENT ACTING IN
CONSULTATION WITH THE BORROWER; PROVIDED THAT, IN ANY EVENT, (A) ANY OFFER BY
ANY CREDIT PARTY OR AFFILIATE THEREOF TO REPURCHASE ANY TERM LOANS PURSUANT TO
THIS SECTION 8.1(I) SHALL BE MADE TO ALL LENDERS HOLDING THE TYPE OR SERIES OF
TERM LOANS TO BE REPURCHASED ON THE SAME TERMS AND CONDITIONS FOR EACH SUCH
OFFER AND (B) EACH LENDER ACCEPTING SUCH AN OFFER SHALL BE, SUBJECT TO THE TERMS
AND CONDITIONS OF THE AUCTION, ENTITLED TO SELL AND RECEIVE PAYMENT FOR
REPURCHASE OF SUCH LENDER'S TERM LOANS OF THAT TYPE OR SERIES RATABLY BASED ON
THE AGGREGATE PRINCIPAL AMOUNT OF SUCH TERM LOANS OWING TO ALL LENDERS WHO HAVE
ACCEPTED SUCH OFFER FOR REPURCHASE;
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(II)
(A) THE BORROWER SHALL HAVE PAID ALL ACCRUED AND UNPAID INTEREST, IF ANY, ON THE
REPURCHASED TERM LOANS TO THE DATE OF REPURCHASE OF SUCH TERM LOANS, (B) SUCH
REPURCHASES AND CANCELLATIONS SHALL NOT BE DEEMED TO BE VOLUNTARY OR OPTIONAL
PREPAYMENTS PURSUANT TO SECTION 1.5(A) AND