THE GRANTING LENDER SHALL FOR ALL PURPOSES, INCLUDING THE APPROVAL OF ANY
AMENDMENT, WAIVER OR OTHER MODIFICATION OF ANY PROVISION OF ANY LOAN DOCUMENT,
REMAIN THE LENDER OF RECORD HEREUNDER.
THE MAKING OF A COMMITTED LOAN BY AN SPC
HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE SAME
EXTENT, AND AS IF, SUCH COMMITTED 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 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 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 $3,500, ASSIGN ALL OR ANY PORTION OF ITS RIGHT
TO RECEIVE PAYMENT WITH RESPECT TO ANY COMMITTED 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.
(I)
RESIGNATION AS L/C ISSUER OR SWING LINE LENDER AFTER
ASSIGNMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF AT
ANY TIME BANK OF AMERICA ASSIGNS ALL OF ITS COMMITMENTS AND LOANS PURSUANT TO
SUBSECTION (B) ABOVE, BANK OF AMERICA AND BANK OF AMERICA, N.A., ACTING THROUGH
ITS CANADA BRANCH, MAY, (I) UPON 30 DAYS' NOTICE TO THE BORROWERS AND THE
LENDERS, RESIGN AS L/C ISSUER AND/OR (II) UPON 30 DAYS' NOTICE TO THE BORROWERS,
RESIGN AS SWING LINE LENDER.
IN THE EVENT OF ANY SUCH RESIGNATION AS L/C ISSUER
OR SWING LINE LENDER, THE BORROWERS SHALL BE ENTITLED TO APPOINT FROM AMONG THE
LENDERS SUCCESSOR L/C ISSUERS OR SUCCESSOR SWING LINE LENDERS HEREUNDER;
PROVIDED, HOWEVER, THAT NO FAILURE BY BORROWERS TO APPOINT ANY SUCH SUCCESSOR
SHALL AFFECT THE RESIGNATION OF BANK OF AMERICA AND BANK OF AMERICA, N.A.,
ACTING THROUGH ITS CANADA BRANCH, AS L/C ISSUER OR SWING
119
LINE LENDER, AS THE CASE MAY BE.
IF BANK OF AMERICA OR BANK OF AMERICA, N.A.,
ACTING THROUGH ITS CANADA BRANCH, RESIGNS AS L/C ISSUER, IT SHALL RETAIN ALL THE
RIGHTS AND OBLIGATIONS OF THE L/C ISSUER HEREUNDER WITH RESPECT TO ALL LETTERS
OF CREDIT OUTSTANDING AS OF THE EFFECTIVE DATE OF ITS RESIGNATION AS L/C ISSUER
AND ALL L/C OBLIGATIONS WITH RESPECT THERETO (INCLUDING THE RIGHT TO REQUIRE THE
LENDERS TO MAKE BASE RATE LOANS OR FUND RISK PARTICIPATIONS IN UNREIMBURSED
AMOUNTS PURSUANT TO SECTION 2.03(C).
IF BANK OF AMERICA OR BANK OF AMERICA,
N.A., ACTING THROUGH ITS CANADA BRANCH, RESIGNS AS SWING LINE LENDER,