BE OBLIGATED TO MAKE PURSUANT TO
THIS CREDIT AGREEMENT; PROVIDED THAT (I) NOTHING HEREIN SHALL CONSTITUTE A
COMMITMENT BY ANY SPC TO FUND ANY LOAN, AND (II) IF A SPC ELECTS NOT TO EXERCISE
SUCH OPTION OR OTHERWISE FAILS TO MAKE ALL OR ANY PART OF SUCH LOAN, THE
GRANTING LENDER SHALL BE OBLIGATED TO MAKE SUCH LOAN PURSUANT TO THE TERMS
HEREOF OR, IF IT FAILS TO DO SO, TO MAKE SUCH PAYMENT TO THE ADMINISTRATIVE
AGENT AS IS REQUIRED UNDER SECTION 2.11(B)(I).
EACH PARTY HERETO HEREBY AGREES
THAT (I) NEITHER THE GRANT TO ANY SPC NOR THE EXERCISE BY ANY SPC OF SUCH OPTION
SHALL INCREASE THE COSTS OR EXPENSES OR OTHERWISE INCREASE OR CHANGE THE
OBLIGATIONS OF THE BORROWER UNDER THIS CREDIT AGREEMENT (INCLUDING ITS
OBLIGATIONS UNDER SECTION 3.04), (II) NO SPC SHALL BE LIABLE FOR ANY INDEMNITY
OR SIMILAR PAYMENT OBLIGATION UNDER THIS CREDIT AGREEMENT FOR WHICH A LENDER
WOULD BE LIABLE, AND (III) THE GRANTING LENDER SHALL FOR ALL PURPOSES, INCLUDING
THE APPROVAL OF ANY AMENDMENT, WAIVER OR OTHER MODIFICATION OF ANY PROVISION OF
ANY CREDIT DOCUMENT, REMAIN THE LENDER OF RECORD HEREUNDER.
THE MAKING OF A
LOAN BY A SPC HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO
THE SAME EXTENT, AND AS IF, SUCH LOAN WERE MADE BY SUCH GRANTING LENDER.
IN
FURTHERANCE OF THE FOREGOING, EACH PARTY HERETO HEREBY AGREES (WHICH AGREEMENT
SHALL SURVIVE THE TERMINATION OF THIS CREDIT AGREEMENT) THAT, PRIOR TO THE DATE
THAT IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF ALL
OUTSTANDING COMMERCIAL PAPER OR OTHER SENIOR DEBT 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 PROCEEDING
UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY SPC MAY (I) WITH NOTICE TO, BUT
WITHOUT PRIOR CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT AND WITH THE
PAYMENT OF A PROCESSING FEE IN THE AMOUNT OF $2,500, ASSIGN ALL OR ANY PORTION
OF ITS RIGHT TO RECEIVE PAYMENT WITH RESPECT TO ANY LOAN TO THE GRANTING LENDER
AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO
ITS FUNDING OF LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER
OF ANY SURETY OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
EACH
SPC SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 3.01, 3.04 AND 3.05 TO THE
SAME EXTENT AS IF IT WERE A GRANTING LENDER AND HAD ACQUIRED ITS INTEREST BY
ASSIGNMENT PURSUANT TO SECTION 11.06(B).
A SPC SHALL NOT BE ENTITLED TO RECEIVE
ANY GREATER PAYMENT UNDER SECTION 3.01, 3.04 OR 3.05 THAN THE APPLICABLE
GRANTING LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE WITH RESPECT TO THE INTEREST
GRANTED TO SUCH SPC UNLESS THE GRANT OF THE INTEREST IS MADE WITH THE BORROWER'S
PRIOR WRITTEN CONSENT, NOT TO BE UNREASONABLY WITHHELD OR DELAYED (IT BEING
AGREED, WITHOUT LIMITATION,