OPTION TO PROVIDE TO THE
BORROWER ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE
BE OBLIGATED TO MAKE THE BORROWER PURSUANT TO THIS AGREEMENT; PROVIDED THAT
(I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPV TO MAKE ANY LOAN,
(II) IF AN SPV ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE
ALL OR ANY PART OF SUCH LOAN, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE
SUCH LOAN PURSUANT TO THE TERMS HEREOF.
THE MAKING OF A LOAN BY AN SPV
HEREUNDER SHALL UTILIZE THE LOAN COMMITMENT OF THE GRANTING LENDER TO THE SAME
EXTENT, AND AS IF, SUCH LOAN WERE MADE BY SUCH GRANTING LENDER.
EACH PARTY
HERETO HEREBY AGREES THAT NO SPV SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR
PAYMENT OBLIGATION UNDER THIS AGREEMENT (ALL LIABILITY FOR WHICH SHALL REMAIN
WITH THE GRANTING LENDER).
AN SPV SHALL NOT BE ENTITLED TO RECEIVE ANY GREATER
PAYMENT UNDER SECTION 2.10 THAN THE GRANTING LENDER WOULD HAVE BEEN ENTITLED TO
RECEIVE WITH RESPECT TO THE LOAN OR PORTION OF THE LOAN GRANTED TO SUCH SPV,
UNLESS THE GRANT TO SUCH SPV IS MADE WITH THE BORROWERS' PRIOR WRITTEN CONSENT.
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 SPV, IT WILL NOT INSTITUTE
AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, SUCH SPV 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 9.1, ANY SPV
MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN CONSENT OF, THE BORROWER
AND THE AGENT AND WITHOUT PAYING ANY PROCESSING FEE THEREFOR ASSIGN ALL OR A
PORTION OF ITS INTERESTS IN ANY LOANS TO THE GRANTING LENDER OR TO ANY FINANCIAL
INSTITUTIONS (CONSENTED TO BY THE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT
SUPPORT TO OR FOR THE ACCOUNT OF SUCH SPV 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 SPV.
THIS
SECTION 9.1 MAY NOT BE AMENDED WITHOUT THE WRITTEN CONSENT OF THE SPV.
H.
TRANCHE A-2.
BORROWER, AT BORROWER'S OPTION, MAY SOLICIT AND
OBTAIN A LENDER, WHICH LENDER MUST BE AN ELIGIBLE ASSIGNEE, CONSISTENT WITH
SECTION 9.1 B ABOVE, FOR THE PURPOSE OF COMMITTING TO FUND THE PORTION OF
TRANCHE A-2 THAT, AS OF THE CLOSING DATE, IS NOT COVERED BY A LOAN COMMITMENT OF
A LENDER.
UPON EXECUTION AND DELIVERY OF AN ASSUMPTION AGREEMENT, AGREEING TO
BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE LOAN DOCUMENTS, SUCH LENDER MAY
AND SHALL BECOME A LENDER HEREUNDER.
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