TO CUSTOMARY EXCEPTIONS) TO PRESERVE THE
CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION ON TERMS NO LESS RESTRICTIVE
THAN THOSE APPLICABLE TO THE LENDERS PURSUANT TO SECTION 10.07.
(H)
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF OR NOTICE TO
ANY PERSON, ASSIGN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO
SECURE EXTENSIONS OF CREDIT TO SUCH LENDER OR IN SUPPORT OF OBLIGATIONS OWED BY
SUCH LENDER; PROVIDED THAT NO SUCH ASSIGNMENT SHALL RELEASE A LENDER FROM ANY OF
ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH ASSIGNEE FOR SUCH LENDER AS A
PARTY HERETO.
(I)
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 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 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 SENIOR 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 CONTAINED IN THIS SECTION
10.06, ANY SPC 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
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.
(J)
NEITHER HOLDINGS NOR THE BORROWER SHALL