INSTITUTIONS
(CONSENTED TO BY THE BORROWER AND 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. THIS SECTION 13.6(G) MAY NOT BE AMENDED WITHOUT THE WRITTEN CONSENT OF THE
SPV. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (X) NO SPV
SHALL BE ENTITLED TO ANY GREATER RIGHTS UNDER SECTIONS 2.10, 2.11 AND 5.4 THAN
ITS GRANTING LENDER WOULD HAVE BEEN ENTITLED TO ABSENT THE USE OF SUCH SPV AND
(Y) EACH SPV AGREES TO BE SUBJECT TO THE REQUIREMENTS OF SECTIONS 2.10, 2.11 AND
5.4 AS THOUGH IT WERE A LENDER AND HAS ACQUIRED ITS INTEREST BY ASSIGNMENT
PURSUANT TO CLAUSE (B) OF THIS SECTION 13.6.
13.7.
Replacements of Lenders Under Certain
Circumstances.
(A)
THE BORROWER SHALL BE PERMITTED TO
REPLACE ANY LENDER THAT (A) REQUESTS REIMBURSEMENT FOR AMOUNTS OWING PURSUANT TO
SECTION 2.10, 2.11 OR 5.4, (B) IS AFFECTED IN THE MANNER DESCRIBED IN
SECTION 2.10(A)(III) AND AS A RESULT THEREOF ANY OF THE ACTIONS DESCRIBED IN
SUCH SECTION IS REQUIRED TO BE TAKEN OR (C) BECOMES A DEFAULTING LENDER, WITH A
REPLACEMENT
122
BANK OR OTHER FINANCIAL INSTITUTION, PROVIDED THAT (I) SUCH REPLACEMENT DOES NOT
CONFLICT WITH ANY REQUIREMENT OF LAW, (II) NO EVENT OF DEFAULT UNDER
SECTION 11.1 OR 11.5 SHALL HAVE OCCURRED AND BE CONTINUING AT THE TIME OF SUCH
REPLACEMENT, (III) THE BORROWER SHALL REPAY (OR THE REPLACEMENT BANK OR
INSTITUTION SHALL PURCHASE, AT PAR) ALL LOANS AND OTHER AMOUNTS (OTHER THAN ANY
DISPUTED AMOUNTS), PURSUANT TO SECTION 2.10, 2.11 OR 5.4, AS THE CASE MAY BE)
OWING TO SUCH REPLACED LENDER PRIOR TO THE DATE OF REPLACEMENT, (IV) THE
REPLACEMENT BANK OR INSTITUTION, IF NOT ALREADY A LENDER, AND THE TERMS AND
CONDITIONS OF SUCH REPLACEMENT, SHALL BE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, (V) THE REPLACED LENDER SHALL BE OBLIGATED TO MAKE SUCH
REPLACEMENT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.6 (PROVIDED THAT THE
BORROWER SHALL BE OBLIGATED TO PAY THE REGISTRATION AND PROCESSING FEE REFERRED
TO THEREIN) AND (VI) ANY SUCH REPLACEMENT SHALL NOT BE DEEMED TO BE A WAIVER OF
ANY RIGHTS THAT THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER SHALL
HAVE AGAINST THE REPLACED LENDER.
(B)
IF ANY LENDER (SUCH LENDER, A
"NON-CONSENTING LENDER") HAS FAILED TO CONSENT TO A PROPOSED AMENDMENT, WAIVER,
DISCHARGE OR TERMINATION THAT PURSUANT TO THE TERMS OF SECTION 13.1 REQUIRES THE
CONSENT OF ALL OF THE LENDERS AFFECTED AND WITH RESPECT TO WHICH THE REQUIRED
LENDERS SHALL HAVE GRANTED THEIR CONSENT, THEN PROVIDED NO EVENT OF DEFAULT THEN
EXISTS, THE BORROWER SHALL HAVE THE RIGHT (UNLESS SUCH NON-CONSENTING LENDER
GRANTS SUCH CONSENT) TO REPLACE SUCH NON-CONSENTING LENDER BY REQUIRING SUCH
NON-CONSENTING LENDER TO ASSIGN ITS LOANS, AND ITS COMMITMENTS HEREUNDER TO