PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER OR OTHER
SENIOR INDEBTEDNESS OF ANY SPV, IT SHALL NOT INSTITUTE AGAINST, OR JOIN ANY
OTHER PERSON IN INSTITUTING AGAINST, SUCH SPV 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 CONTAINED IN THIS SECTION 13.6, ANY SPV MAY (I) 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 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
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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, 2.11 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 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