(A "GRANTING BANK") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (AN "SPC"),
IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE GRANTING BANK TO THE
ADMINISTRATIVE AGENT AND THE COMPANY, THE OPTION TO PROVIDE TO THE BORROWERS ALL
OR ANY PART OF ANY LOAN THAT SUCH GRANTING BANK WOULD OTHERWISE BE OBLIGATED TO
MAKE TO THE BORROWERS PURSUANT TO THIS AGREEMENT; PROVIDED THAT (I) NOTHING
HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO MAKE ANY LOAN, (II) IF AN SPC
ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE ALL OR ANY PART
OF SUCH LOAN, THE GRANTING BANK 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 BANK TO THE SAME EXTENT, AND AS IF, SUCH LOAN WERE
MADE BY SUCH GRANTING BANK.
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 BANK).
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 SPC, IT WILL NOT INSTITUTE
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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 CONTAINED IN THIS SUBSECTION
10.5(K) ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN CONSENT
OF, THE COMPANY AND THE ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY PROCESSING
FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN ANY LOANS TO THE
GRANTING BANK OR TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO BY THE COMPANY AND
ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE
ACCOUNT OF SUCH SPC 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 SPC.
THIS SUBSECTION
10.5(K) MAY NOT BE AMENDED WITHOUT THE WRITTEN CONSENT OF THE SPC.
10.6
Adjustments.
Except as otherwise provided in this Agreement or as
otherwise provided by court order, if any Bank (a "benefitted Bank") shall at
any time receive any payment of all or part of its Committed Rate Loans, or
interest thereon or commitment fee hereunder, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in clause (e) of Section 8, or
otherwise) in a greater proportion than any such payment to and collateral
received by any other Bank, if any, in respect of such other