IN WRITING FROM TIME TO TIME BY THE GRANTING LENDER TO THE ADMINISTRATIVE
AGENT AND THE RELEVANT BORROWER (AN "SPC") THE OPTION TO PROVIDE ALL OR ANY PART
OF ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED TO MAKE
PURSUANT TO THIS AGREEMENT; PROVIDED THAT (I) NOTHING HEREIN SHALL CONSTITUTE A
COMMITMENT BY ANY SPC TO FUND ANY LOAN, AND (II) IF AN 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.
EACH PARTY HERETO HEREBY AGREES THAT
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(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 RELEVANT BORROWER UNDER THIS AGREEMENT (INCLUDING ITS
OBLIGATIONS UNDER SECTION 3.01, 3.04 OR 3.05), (II) NO SPC SHALL BE LIABLE FOR
ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS 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 LOAN DOCUMENT, REMAIN THE LENDER OF RECORD HEREUNDER.
THE
MAKING OF A LOAN BY AN 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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
SPC MAY (I) WITH NOTICE TO, BUT WITHOUT PRIOR CONSENT OF THE RELEVANT BORROWER
AND THE ADMINISTRATIVE AGENT AND WITH THE PAYMENT OF A PROCESSING FEE OF $3,500,
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.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, (1) ANY LENDER
MAY IN ACCORDANCE WITH APPLICABLE LAW CREATE A SECURITY INTEREST IN ALL OR ANY
PORTION OF THE LOANS OWING TO IT AND THE NOTE, IF ANY, HELD BY IT AND (2) ANY
LENDER THAT IS A FUND MAY, WITHOUT THE CONSENT OF THE COMPANY OR THE
ADMINISTRATIVE AGENT, CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF THE
LOANS OWING TO IT AND THE NOTE, IF ANY, HELD BY IT TO THE TRUSTEE FOR HOLDERS OF
OBLIGATIONS OWED, OR SECURITIES ISSUED, BY SUCH FUND AS SECURITY FOR SUCH
OBLIGATIONS OR SECURITIES; PROVIDED THAT UNLESS AND UNTIL SUCH TRUSTEE ACTUALLY
BECOMES A LENDER IN COMPLIANCE WITH THE OTHER PROVISIONS OF THIS SECTION 10.07,
(I) NO SUCH PLEDGE SHALL RELEASE THE PLEDGING LENDER FROM ANY OF ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS AND (II) SUCH TRUSTEE SHALL NOT BE ENTITLED TO EXERCISE
ANY OF THE RIGHTS OF A LENDER UNDER THE LOAN DOCUMENTS.
(J)
NOTWITHSTANDING ANYTHING TO