FURNISHED TO SUCH LENDER BY OR
ON BEHALF OF THE BORROWER; PROVIDED THAT, PRIOR TO ANY SUCH DISCLOSURE, THE
ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT OR SPC SHALL AGREE
TO PRESERVE THE CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION RELATING TO THE
BORROWER RECEIVED BY IT FROM SUCH LENDER IN ACCORDANCE WITH SECTION 8.08.
(G)
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT, ANY LENDER
MAY AT ANY TIME CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS
UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE ADVANCES OWING TO IT
AND THE NOTE HELD BY IT) IN FAVOR OF ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH
REGULATION A OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY LENDER (A
"GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE SPONSORED,
ADMINISTERED OR MANAGED BY THE GRANTING LENDER (A "SPC"), IDENTIFIED AS SUCH IN
WRITING FROM TIME TO TIME BY THE GRANTING LENDER TO THE AGENT AND THE BORROWER,
THE OPTION TO PROVIDE TO THE BORROWER ALL OR ANY PART OF ANY ADVANCE THAT SUCH
GRANTING LENDER WOULD OTHERWISE BE OBLIGATED TO MAKE TO THE BORROWER PURSUANT TO
THIS AGREEMENT; PROVIDED THAT (I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT
BY ANY SPC TO MAKE ANY ADVANCE, (II) NO SPC SHALL, SOLELY BY REASON OF ANY SUCH
GRANT OR ANY ADVANCE MADE BY SUCH SPC THEREUNDER, BE DEEMED TO BE A LENDER
HEREUNDER, AND (III) THE GRANTING LENDER SHALL NOT BE RELIEVED OF ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT BY REASON OF ANY SUCH GRANT AND, IF AN SPC
ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE 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 NO SPC 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 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 WITH
RESPECT TO ANY CLAIM ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY NOTE
OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION THEREUNDER.
IN
ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION
8.07(H), ANY SPC MAY (A) WITH NOTICE TO, BUT WITHOUT (EXCEPT AS PROVIDED BELOW)
THE