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 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
PROCEEDINGS UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
IN
ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 9.7(G), ANY
SPC MAY (A) 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 WITH THE PRIOR WRITTEN CONSENT OF THE BORROWER AND THE ADMINISTRATIVE
AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) TO ANY FINANCIAL
INSTITUTIONS PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE ACCOUNT OF
SUCH SPC TO SUPPORT THE FUNDING OR MAINTENANCE OF LOANS, AND (B) 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; PROVIDED THAT NON-PUBLIC
INFORMATION WITH RESPECT TO THE BORROWER MAY BE DISCLOSED ONLY WITH THE
BORROWER'S CONSENT WHICH WILL NOT BE UNREASONABLY WITHHELD.
THIS SECTION 9.7(G)
MAY NOT BE AMENDED WITHOUT THE WRITTEN CONSENT OF ANY SPC WITH LOANS OUTSTANDING
AT THE TIME OF SUCH PROPOSED AMENDMENT.
SECTION 9.8.
SURVIVAL OF WARRANTIES AND AGREEMENTS.
ALL AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE HEREIN SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE MAKING AND
REPAYMENT OF THE OBLIGATIONS HEREUNDER.
SECTION 9.9.
MARSHALLING; RECOURSE TO SECURITY; PAYMENTS SET ASIDE.
NEITHER
ANY LENDER NOR THE ADMINISTRATIVE AGENT SHALL BE UNDER ANY OBLIGATION TO
MARSHALL ANY ASSETS IN FAVOR OF THE BORROWER OR ANY OTHER LOAN PARTY OR AGAINST
OR IN PAYMENT OF ANY OR ALL OF THE OBLIGATIONS.
RECOURSE TO SECURITY SHALL NOT
BE REQUIRED AT ANY TIME.
TO THE EXTENT THAT ANY LOAN PARTY MAKES A PAYMENT OR
PAYMENTS TO THE ADMINISTRATIVE AGENT OR THE LENDERS, OR THE ADMINISTRATIVE AGENT
OR THE LENDERS ENFORCE THEIR SECURITY INTERESTS OR EXERCISE THEIR RIGHTS OF
SET-OFF, AND SUCH PAYMENT OR PAYMENTS OR THE PROCEEDS OF SUCH ENFORCEMENT OR
SET-OFF OR ANY PART THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL, SET ASIDE AND/OR REQUIRED TO BE REPAID TO A TRUSTEE,
RECEIVER OR ANY OTHER PARTY UNDER ANY BANKRUPTCY LAW, STATE OR FEDERAL LAW,
COMMON LAW OR EQUITABLE CAUSE, THEN TO THE EXTENT OF SUCH RECOVERY, THE
OBLIGATION OR PART THEREOF ORIGINALLY INTENDED TO BE SATISFIED, AND ALL LIENS,
RIGHTS AND REMEDIES THEREFOR, SHALL BE REVIVED AND CONTINUED IN FULL FORCE AND
EFFECT AS IF SUCH PAYMENT HAD NOT BEEN MADE OR SUCH ENFORCEMENT OR SET-OFF HAD
NOT OCCURRED.
SECTION 9.10.