BORROWER (AN "SPC") THE OPTION TO PROVIDE ALL OR
ANY PART OF ANY ADVANCE THAT SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED
TO MAKE PURSUANT TO THIS AGREEMENT; PROVIDED THAT (I) NOTHING HEREIN SHALL
CONSTITUTE A COMMITMENT BY ANY SPC TO FUND ANY ADVANCE, AND (II) IF AN SPC
ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO MAKE ALL OR ANY PART OF
SUCH ADVANCE, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE SUCH ADVANCE
PURSUANT TO THE TERMS HEREOF.
THE MAKING OF AN ADVANCE BY AN SPC HEREUNDER
SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE SAME EXTENT, AND AS
IF, SUCH ADVANCE WERE MADE BY SUCH GRANTING LENDER.
EACH PARTY HERETO HEREBY
AGREES THAT (I) NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT
OBLIGATION UNDER THIS AGREEMENT FOR WHICH A LENDER PARTY WOULD BE LIABLE,
(II) NO SPC SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.10 AND 2.12 (OR ANY
OTHER INCREASED COSTS PROTECTION PROVISION) AND (III) THE GRANTING LENDER SHALL
FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION, THE APPROVAL OF ANY AMENDMENT
OR WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT, REMAIN THE LENDER PARTY OF
RECORD HEREUNDER.
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 DEBT 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 PROCEEDING
UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF; PROVIDED THAT EACH
LENDER PARTY DESIGNATING ANY SPC HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS
EACH OTHER PARTY HERETO FOR ANY LOSS, COST, DAMAGE OR EXPENSE ARISING OUT OF ITS
INABILITY TO INSTITUTE SUCH A PROCEEDING AGAINST SUCH SPC DURING SUCH PERIOD OF
FORBEARANCE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT PRIOR CONSENT OF, THE
BORROWER AND THE ADMINISTRATIVE AGENT, ASSIGN ALL OR ANY PORTION OF ITS INTEREST
IN ANY ADVANCE TO THE GRANTING LENDER AND (II) DISCLOSE ON A CONFIDENTIAL BASIS
ANY NON-PUBLIC INFORMATION RELATING TO ITS FUNDING OF ADVANCES TO ANY RATING
AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY OR GUARANTEE OR CREDIT
OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
THIS SUBSECTION (K) MAY NOT BE AMENDED
WITHOUT THE PRIOR WRITTEN CONSENT OF EACH GRANTING LENDER, ALL OR ANY PART OF
WHOSE ADVANCES ARE BEING FUNDED BY THE SPC AT THE TIME OF SUCH AMENDMENT.
Section 10.08
Execution in Counterparts.
This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same agreement.
Delivery
of an executed counterpart of a signature page to this