PARTICIPATION
SOLD TO SUCH PARTICIPANT AND
SUCH PARTICIPANT AGREES, FOR THE BENEFIT OF THE
BORROWER, TO COMPLY WITH SECTION 2.19(E) AS THOUGH IT WERE A LENDER HEREUNDER.
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN ALL OR ANY
PORTION OF ITS RIGHTS UNDER THIS AGREEMENT AND ITS NOTES (IF ANY) TO SECURE ITS
OBLIGATIONS TO A FEDERAL RESERVE BANK WITHOUT COMPLYING WITH THIS SECTION;
PROVIDED,
THAT NO SUCH PLEDGE OR ASSIGNMENT SHALL RELEASE A LENDER FROM ANY OF
ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH
LENDER AS A PARTY HERETO.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY LENDER (A
"GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (AN "SPV"),
IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE GRANTING LENDER TO THE
ADMINISTRATIVE AGENT AND THE BORROWER, THE OPTION TO PROVIDE TO THE BORROWER ALL
OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED
TO MAKE TO THE BORROWER PURSUANT TO THIS AGREEMENT; PROVIDED, THAT (I) NOTHING
HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPV TO MAKE ANY LOAN AND (II) IF AN
SPV ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE ALL OR ANY
PART OF ANY LOAN, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE SUCH LOAN
PURSUANT TO THE TERMS HEREOF.
THE MAKING OF A LOAN BY AN SPV 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
SPV 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 SENIOR INDEBTEDNESS OF ANY SPV, IT WILL NOT INSTITUTE AGAINST, OR
JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, SUCH SPV ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS UNDER THE
LAWS OF THE UNITED STATES OR ANY STATE CONTRARY IN THIS SECTION 10.4, ANY SPV
MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN CONSENT OF, THE BORROWER
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 LENDER OR
TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO BY THE BORROWER AND THE
ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE
ACCOUNT OF SUCH SPV 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 SPV.
AS THIS SECTION
10.4(G) APPLIES TO ANY PARTICULAR SPV, THIS SECTION MAY