CANADIAN TERM LOANS AND/OR INCREMENTAL US TERM LOANS, AS APPLICABLE,
ASSUMED OR ACQUIRED BY IT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE, AND, IF
THE ASSIGNOR HAS RETAINED A US DOLLAR RCF COMMITMENT, DUAL CURRENCY RCF
COMMITMENT, INITIAL US TERM LOANS, CANADIAN TERM LOANS AND/OR INCREMENTAL US
TERM LOANS, AS APPLICABLE, UPON REQUEST, A NEW US DOLLAR RCF NOTE, US BORROWER
DUAL CURRENCY RCF NOTE, CANADIAN BORROWER DUAL CURRENCY RCF NOTE, INITIAL US
TERM NOTE, CANADIAN TERM NOTE AND/OR INCREMENTAL US TERM NOTE, AS APPLICABLE, TO
THE ORDER OF THE ASSIGNOR IN AN AMOUNT EQUAL TO THE US DOLLAR RCF COMMITMENT,
DUAL CURRENCY RCF COMMITMENT, INITIAL US TERM LOANS, CANADIAN TERM LOANS AND/OR
INCREMENTAL US TERM LOANS, AS APPLICABLE, RETAINED BY IT HEREUNDER. SUCH NEW
NOTE OR NOTES SHALL BE DATED THE CLOSING DATE AND SHALL OTHERWISE BE IN THE FORM
OF THE NOTE OR NOTES REPLACED THEREBY.
(F)
FOR THE AVOIDANCE OF DOUBT, THE PARTIES
TO THIS AGREEMENT ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION CONCERNING
ASSIGNMENTS OF LOANS AND NOTES RELATE ONLY TO ABSOLUTE ASSIGNMENTS AND THAT SUCH
PROVISIONS DO NOT PROHIBIT ASSIGNMENTS CREATING SECURITY INTERESTS IN LOANS AND
NOTES, INCLUDING, WITHOUT LIMITATION, ANY PLEDGE OR ASSIGNMENT BY A LENDER OF
ANY LOAN OR NOTE TO ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH APPLICABLE LAW.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ANY LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL
PURPOSE FUNDING VEHICLE (AN "SPC"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO
TIME BY THE GRANTING LENDER TO THE RELEVANT FACILITY AGENT AND THE RELEVANT
BORROWER, THE OPTION TO PROVIDE TO THE RELEVANT BORROWER ALL OR ANY PART OF ANY
LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED TO MAKE TO SUCH
BORROWER PURSUANT TO THIS AGREEMENT; PROVIDED THAT (I) NOTHING HEREIN SHALL
CONSTITUTE A COMMITMENT BY ANY SPC TO MAKE ANY LOAN AND (II) IF AN SPC 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 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. EACH PARTY HERETO HEREBY AGREES THAT NO SPC SHALL
BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT
(ALL LIABILITY FOR WHICH SHALL REMAIN WITH THE 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
INDEBTEDNESS 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 PROCEEDINGS UNDER THE LAWS OF THE UNITED STATES OR ANY
STATE THEREOF. IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS