OTHER PARTIES HERETO AND THEIR RESPECTIVE
BUSINESSES OBTAINED BY IT OR THEM IN CONNECTION WITH THE STRUCTURING,
NEGOTIATING AND EXECUTION OF THE TRANSACTIONS CONTEMPLATED HEREIN, EXCEPT THAT
SUCH PERSON AND ITS OFFICERS AND EMPLOYEES MAY DISCLOSE SUCH INFORMATION TO ITS
EXTERNAL ACCOUNTANTS AND ATTORNEYS AND AS REQUIRED BY ANY APPLICABLE LAW OR
ORDER OF ANY JUDICIAL OR ADMINISTRATIVE PROCEEDING.
(B)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH SELLER PARTY
HEREBY CONSENTS TO THE DISCLOSURE OF ANY NONPUBLIC INFORMATION WITH RESPECT TO
IT (I) TO THE AGENT, THE FINANCIAL INSTITUTIONS OR COMPANY BY EACH OTHER, (II)
BY THE AGENT OR THE PURCHASERS TO ANY
42
prospective or actual assignee or participant of any of them, provided, that, in
the case of a prospective assignee or participant, the information disclosed by
the Agent or the Purchasers shall be limited to the terms of this Agreement and
information of the type contained in the Collateral Reports without disclosure
of the names of specific Obligors, and (iii) by the Agent to any rating agency,
Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity
enhancement to Company or any entity organized for the purpose of purchasing, or
making loans secured by, financial assets for which Bank One acts as the
administrative agent and to any officers, directors, employees, outside
accountants and attorneys of any of the foregoing.
In addition, the Purchasers
and the Agent may disclose any such nonpublic information pursuant to any law,
rule, regulation, direction, request or order of any judicial, administrative or
regulatory authority or proceedings (whether or not having the force or effect
of law).
(C)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH SELLER
PARTY, EACH PURCHASER, THE AGENT, EACH INDEMNIFIED PARTY AND ANY SUCCESSOR OR
ASSIGN OF ANY OF THE FOREGOING (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT
OF ANY OF THE FOREGOING) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION
OF ANY KIND, THE "TAX TREATMENT" AND "TAX STRUCTURE" (IN EACH CASE, WITHIN THE
MEANING OF TREASURY REGULATION SECTION 1.6011-4) OF THE TRANSACTIONS
CONTEMPLATED HEREIN AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER
TAX ANALYSES) THAT ARE OR HAVE BEEN PROVIDED TO ANY OF THE FOREGOING RELATING TO
SUCH TAX TREATMENT OR TAX STRUCTURE, AND IT IS HEREBY CONFIRMED THAT EACH OF THE
FOREGOING HAVE BEEN SO AUTHORIZED SINCE THE COMMENCEMENT OF DISCUSSIONS
REGARDING THE TRANSACTIONS.
SECTION 14.6
BANKRUPTCY PETITION.
SELLER, THE SERVICER, THE AGENT AND
EACH FINANCIAL INSTITUTION HEREBY COVENANTS AND AGREES THAT, PRIOR TO THE DATE
THAT IS ONE YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING SENIOR
INDEBTEDNESS OF COMPANY, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON
IN INSTITUTING AGAINST, COMPANY OR ANY SUCH ENTITY ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER
SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE
UNITED STATES.
SECTION 14.7
LIMITATION OF LIABILITY.
EXCEPT WITH RESPECT TO ANY
CLAIM ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE