WITH CLAUSE (A) OF THE
SECOND PROVISO IN SECTION 11.5(B) AND (II) THE PARTIES TO EACH SUCH ASSIGNMENT
SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT, FOR ITS ACCEPTANCE AND
RECORDING IN THE REGISTER, AN ASSIGNMENT AND ACCEPTANCE, TOGETHER WITH A
PROCESSING AND RECORDATION FEE OF $3,500.
THE REVOLVING ISSUING BANK SHALL
PROMPTLY NOTIFY ENERGYSOLUTIONS OF SUCH ASSIGNMENT.
(F)
EXCEPT AS SPECIFICALLY SET FORTH IN
SECTION 11.5(B) HEREOF, NOTHING IN THIS AGREEMENT OR ANY NOTES, EXPRESS OR
IMPLIED, IS INTENDED TO OR SHALL CONFER ON ANY PERSON OTHER THAN THE RESPECTIVE
PARTIES HERETO AND THERETO AND THEIR SUCCESSORS AND ASSIGNEES PERMITTED
HEREUNDER AND THEREUNDER ANY BENEFIT OR ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR
OTHER CLAIM UNDER THIS AGREEMENT OR ANY NOTES.
(G)
THE PROVISIONS OF THIS SECTION 11.5 SHALL
NOT APPLY TO ANY PURCHASE OF PARTICIPATIONS AMONG THE LENDERS PURSUANT TO
SECTION 2.12 HEREOF.
120
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ANY LENDER PARTY (A "GRANTING LENDER") MAY GRANT TO A SPECIAL
PURPOSE FUNDING VEHICLE IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE
GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND ENERGYSOLUTIONS (A "CONDUIT
LENDER") 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 CONDUIT LENDER TO
FUND ANY LOAN, AND (II) IF A CONDUIT LENDER 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.
THE MAKING
OF A LOAN BY A CONDUIT LENDER HEREUNDER SHALL UTILIZE THE APPLICABLE 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 (I) NO CONDUIT
LENDER SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER
THIS AGREEMENT FOR WHICH A LENDER PARTY WOULD BE LIABLE, (II) NO CONDUIT LENDER
SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.13, 2.14 AND 10.3 (OR ANY OTHER
INCREASED COSTS PROTECTION PROVISION) TO ANY GREATER EXTENT THAN THE GRANTING
LENDER WOULD HAVE BEEN ENTITLED ABSENT THE USE OF A CONDUIT LENDER AND (III) THE
GRANTING LENDER SHALL FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION, THE
APPROVAL OF ANY AMENDMENT OR WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT,
REMAIN THE LENDER PARTY OF RECORD HEREUNDER.
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 CONDUIT LENDER, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY
OTHER PERSON IN INSTITUTING AGAINST, SUCH CONDUIT LENDER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING UNDER THE LAWS
OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING ANYTHING TO THE