COMPANY BE PERSONALLY LIABLE FOR THE PAYMENT OF ANY INDEBTEDNESS OR
EXPENSES OF THE BORROWER OR BE LIABLE FOR THE BREACH OR FAILURE OF ANY
OBLIGATION, REPRESENTATION, WARRANTY OR COVENANT MADE OR UNDERTAKEN BY THE
BORROWER UNDER THIS LOAN AGREEMENT.
SECTION 8.10.
NO BANKRUPTCY PETITION AGAINST THE LENDER.
THE BORROWER
HEREBY COVENANTS AND AGREES THAT, PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND
ONE (1) DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER OR
OTHER INDEBTEDNESS OF THE LENDER, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY
OTHER PERSON IN INSTITUTING AGAINST, THE LENDER 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 8.11.
NO RECOURSE AGAINST LENDER.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS LOAN AGREEMENT, THE OBLIGATIONS OF THE LENDER
UNDER THIS LOAN AGREEMENT AND ALL OTHER OPERATIVE DOCUMENTS ARE SOLELY THE
CORPORATE OBLIGATIONS OF THE LENDER AND SHALL BE PAYABLE SOLELY TO THE EXTENT OF
FUNDS RECEIVED FROM THE BORROWER IN ACCORDANCE HEREWITH OR FROM ANY PARTY TO ANY
OPERATIVE DOCUMENT IN ACCORDANCE WITH THE TERMS THEREOF IN EXCESS OF FUNDS
NECESSARY TO PAY MATURED AND MATURING COMMERCIAL PAPER.
SECTION 8.12.
ASSIGNMENT BY LENDER TO CONDUIT ASSIGNEE.
(A)
WITHOUT LIMITING SECTION 2.13 OR 8.6 HEREOF, THE LENDER MAY, FROM
TIME TO TIME, WITH PRIOR OR CONCURRENT NOTICE TO THE BORROWER AND THE MASTER
SERVICER, IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS, ASSIGN ALL OR A
PORTION OF THE NET INVESTMENT AND ITS RIGHTS AND OBLIGATIONS UNDER THIS LOAN
AGREEMENT AND ANY OTHER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY TO A CONDUIT
ASSIGNEE.
UPON AND TO THE EXTENT OF SUCH ASSIGNMENT BY THE LENDER TO A CONDUIT
ASSIGNEE, (I) SUCH CONDUIT ASSIGNEE SHALL BE THE OWNER OF THE ASSIGNED PORTION
OF THE NET INVESTMENT, (II) THE RELATED ADMINISTRATOR FOR SUCH CONDUIT ASSIGNEE
WILL ACT AS THE ADMINISTRATIVE TRUSTEE FOR SUCH CONDUIT ASSIGNEE, WITH ALL
CORRESPONDING RIGHTS AND POWERS, EXPRESS OR IMPLIED, GRANTED TO THE
ADMINISTRATIVE TRUSTEE HEREUNDER OR UNDER THE OTHER OPERATIVE DOCUMENTS, (III)
SUCH CONDUIT ASSIGNEE AND ITS LIQUIDITY SUPPORT PROVIDER(S) AND CREDIT SUPPORT
PROVIDER(S) AND OTHER RELATED PARTIES SHALL HAVE THE BENEFIT OF ALL THE RIGHTS
AND PROTECTIONS PROVIDED TO THE LENDER AND ITS PROGRAM SUPPORT PROVIDER(S)
HEREIN AND IN THE OTHER OPERATIVE DOCUMENTS (INCLUDING ANY LIMITATION ON
RECOURSE AGAINST SUCH CONDUIT ASSIGNEE OR RELATED PARTIES, ANY AGREEMENT NOT TO
FILE OR JOIN IN THE FILING OF A PETITION TO COMMENCE AN INSOLVENCY PROCEEDING
AGAINST SUCH CONDUIT ASSIGNEE, AND THE RIGHT TO ASSIGN TO ANOTHER CONDUIT
ASSIGNEE AS PROVIDED IN THIS PARAGRAPH), (IV) SUCH CONDUIT ASSIGNEE SHALL ASSUME
ALL (OR THE ASSIGNED OR ASSUMED PORTION) OF THE LENDER'S OBLIGATIONS, IF ANY,
HEREUNDER OR ANY OTHER OPERATIVE DOCUMENT, AND THE LENDER SHALL BE RELEASED FROM
SUCH OBLIGATIONS, IN EACH CASE TO THE EXTENT OF SUCH ASSIGNMENT, AND THE
OBLIGATIONS OF THE LENDER AND SUCH CONDUIT ASSIGNEE SHALL BE SEVERAL AND