COMPANY, INDIVIDUALLY OR
PERSONALLY, TO PERFORM ANY COVENANT EITHER EXPRESSED OR IMPLIED CONTAINED
HEREIN, ALL SUCH LIABILITY, IF ANY, BEING EXPRESSLY WAIVED BY THE OTHER PARTIES
HERETO AND BY ANY PERSON CLAIMING BY, THROUGH OR UNDER SUCH PARTIES AND (D)
UNDER NO CIRCUMSTANCES SHALL WILMINGTON TRUST COMPANY BE PERSONALLY LIABLE FOR
THE PAYMENT OF ANY INDEBTEDNESS OR EXPENSES OF THE BORROWER OR BE LIABLE FOR THE
BREACH OR FAILURE OF ANY OBLIGATION, REPRESENTATION, WARRANTY OR COVENANT MADE
OR UNDERTAKEN BY THE BORROWER UNDER THIS LOAN AGREEMENT.
SECTION 8.10.
NO BANKRUPTCY PETITION AGAINST THE LENDER.
THE BORROWER
HEREBY COVENANTS AND AGREES THAT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE
DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER OR OTHER
INDEBTEDNESS OF THE LENDERS, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER
PERSON IN INSTITUTING AGAINST, ANY LENDER ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY, OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING
UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES.
SECTION 8.11.
NO RECOURSE AGAINST LENDER.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS LOAN AGREEMENT, THE OBLIGATIONS OF THE LENDERS
UNDER THIS LOAN AGREEMENT AND ALL OTHER OPERATIVE DOCUMENTS ARE SOLELY THE
CORPORATE OBLIGATIONS OF THE LENDERS AND SHALL BE PAYABLE SOLELY TO THE EXTENT
OF FUNDS RECEIVED FROM THE BORROWER IN ACCORDANCE HEREWITH OR FROM ANY PARTY TO
ANY OPERATIVE DOCUMENT IN ACCORDANCE WITH THE TERMS THEREOF IN EXCESS OF FUNDS
NECESSARY TO PAY MATURED AND MATURING COMMERCIAL PAPER.
SECTION 8.12.
ASSIGNMENT BY LENDERS TO CONDUIT ASSIGNEE.
(a)
Without limiting Section 2.14 or 8.6 hereof, a Lender may, from
time to time, with prior or concurrent notice to the Borrower and the Master
Servicer, in one transaction or a series of transactions, assign all or a
portion of the Net Investment and its rights and obligations under this Loan
Agreement and any other Operative Documents to which it is a party to a Conduit
Assignee.
Upon and to the extent of such assignment by a Lender to a Conduit
Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion
of the Net Investment, (ii) the related administrator for such Conduit Assignee
will act as the Managing Agent for such Conduit Assignee, with all corresponding
rights and powers, express or implied, granted to the Managing Agents hereunder
or under the other Operative Documents, (iii) such Conduit Assignee and its
liquidity support provider(s) and credit support provider(s) and other related
parties shall have the benefit of all the rights and protections provided to
such Lender and its Program Support Provider(s) herein and in the other
Operative Documents (including any
limitation on recourse against such Conduit Assignee or related parties, any
agreement not to file or join in the filing of a petition to commence an
insolvency proceeding against such Conduit Assignee, and the right to assign to
another Conduit Assignee as provided in this paragraph), (iv) such Conduit
Assignee shall assume all (or the assigned or assumed