THE OTHER
LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH THE GRANTING LENDER IN
CONNECTION WITH SUCH GRANTING LENDER'S RIGHT AND OBLIGATIONS UNDER THIS
AGREEMENT AND (VI) AN SPV SHALL NOT BE ENTITLED TO RECEIVE ANY GREATER PAYMENT
UNDER SECTION 2.15 OR SECTION 2.17 THAN THE APPLICABLE GRANTING LENDER WOULD
HAVE BEEN ENTITLED TO RECEIVE.
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.
ANY AGREEMENT OR INSTRUMENT
PURSUANT TO WHICH THE GRANTING LENDER GRANTS SUCH AN OPTION TO AN SPV SHALL
PROVIDE THAT SUCH GRANTING LENDER SHALL RETAIN THE SOLE RIGHT TO ENFORCE THIS
AGREEMENT AND TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT, PROVIDED THAT SUCH AGREEMENT OR INSTRUMENT MAY PROVIDE THAT
SUCH GRANTING LENDER WILL NOT, WITHOUT
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THE CONSENT OF SUCH SPV, AGREE TO ANY AMENDMENT, MODIFICATION OR WAIVER
DESCRIBED IN CLAUSES (I), (II), (III), (VII) AND (VIII) OF THE FIRST PROVISO TO
SECTION 9.02(B) (TO THE EXTENT SUCH AMENDMENT, MODIFICATION OR WAIVER DIRECTLY
AND ADVERSELY AFFECTS SUCH SPV).
SUBJECT TO PARAGRAPH (E)(II) OF THIS
SECTION 9.04, EACH BORROWER AGREES THAT EACH SPV SHALL BE ENTITLED TO THE
BENEFITS OF SECTIONS 2.15, 2.16 AND 2.17 TO THE SAME EXTENT AS IF IT WERE A
LENDER AND HAD ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO PARAGRAPH (B) OF
THIS SECTION 9.04.
TO THE EXTENT PERMITTED BY LAW, EACH SPV ALSO SHALL BE
ENTITLED TO THE BENEFITS OF SECTION 9.08 AS THOUGH IT WERE A LENDER, PROVIDED
SUCH SPV AGREES TO BE SUBJECT TO SECTION 2.18(C) AS THOUGH IT WERE A LENDER.
(II) AN SPV THAT WOULD BE A FOREIGN LENDER IF IT WERE A LENDER SHALL NOT BE
ENTITLED TO THE BENEFITS OF SECTION 2.17 UNLESS SUCH SPV AGREES, FOR THE BENEFIT
OF THE BORROWERS, TO COMPLY WITH SECTION 2.17(E) AS THOUGH IT WERE A LENDER.
(III) 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, SUCH PARTY 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 THEREOF OR CANADA OR ANY PROVINCE THEREOF.
(IV) IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECTION 9.04, ANY SPV MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN
CONSENT OF, THE PARENT BORROWER AND THE ADMINISTRATIVE AGENT AND WITHOUT PAYING
ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN