TO TIME BY THE
GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND THE LOAN PARTIES (AN "SPC") THE
OPTION TO PROVIDE ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD
OTHERWISE BE OBLIGATED TO MAKE PURSUANT TO THIS AGREEMENT, PROVIDED THAT
(I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO FUND ANY LOAN,
AND (II) IF AN SPC ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO MAKE
ALL OR ANY PART OF SUCH LOAN, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE
SUCH LOAN PURSUANT TO THE TERMS HEREOF.
THE MAKING OF A LOAN BY AN SPC
HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE SAME
EXTENT, AND AS IF, SUCH LOAN WERE MADE BY SUCH GRANTING LENDER.
EACH PARTY
HERETO HEREBY AGREES THAT (I) NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR
SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT FOR WHICH A LENDER WOULD BE
LIABLE, (II) NO SPC SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.15, 2.16 AND
2.17 (OR ANY OTHER INCREASED COSTS PROTECTION PROVISION) AND (III) THE GRANTING
LENDER SHALL FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION, THE APPROVAL OF
ANY AMENDMENT OR WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT, REMAIN THE LENDER
OF RECORD HEREUNDER.
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
PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ANY SPC
MAY (I) WITH NOTICE TO, BUT WITHOUT PRIOR CONSENT OF, THE LOAN PARTIES AND THE
ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL
OR ANY PORTION OF ITS INTEREST IN ANY LOAN TO THE GRANTING LENDER AND
(II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS
FUNDING OF LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF
ANY SURETY OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
THIS
SUBSECTION (I) MAY NOT BE AMENDED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH
GRANTING LENDER, ALL OR ANY PART OF WHOSE LOANS ARE BEING FUNDED BY THE SPC AT
THE TIME OF SUCH AMENDMENT.
SECTION 9.05
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH OR PURSUANT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO HAVE BEEN
RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS AND THE MAKING OF ANY LOANS AND ISSUANCE OF ANY
LETTERS OF CREDIT REGARDLESS OF ANY INVESTIGATION MADE BY ANY SUCH OTHER