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 TO ANY FINANCIAL 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 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 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
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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