BORROWER, THE OPTION TO PROVIDE TO
THE BORROWER ALL OR ANY PART OF ANY LOAN 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 SUCH SPC
TO MAKE ANY LOAN, (II) IF SUCH SPC ELECTS NOT TO EXERCISE SUCH OPTION OR
OTHERWISE FAILS TO PROVIDE ALL OR ANY PART OF SUCH LOAN, THE GRANTING LENDER
SHALL BE OBLIGATED TO MAKE SUCH LOAN PURSUANT TO THE TERMS HEREOF AND (III) NO
SPC OR GRANTING LENDER SHALL BE ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT
TO ARTICLE V THAN THE GRANTING LENDER WOULD HAVE BEEN ENTITLED TO RECEIVE HAD
THE GRANTING LENDER NOT OTHERWISE GRANTED SUCH SPC THE OPTION TO PROVIDE ANY
LOAN TO THE BORROWER.
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.
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EACH PARTY HERETO HEREBY AGREES THAT NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR
SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT FOR WHICH A LENDER WOULD
OTHERWISE BE LIABLE SO LONG AS, AND TO THE EXTENT THAT, THE RELATED GRANTING
LENDER PROVIDES SUCH INDEMNITY OR MAKES SUCH PAYMENT.
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.
NOTWITHSTANDING THE FOREGOING, THE GRANTING LENDER
UNCONDITIONALLY AGREES TO INDEMNIFY THE BORROWER, THE AGENT AND EACH LENDER
AGAINST ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE BORROWER, THE AGENT
OR SUCH LENDER, AS THE CASE MAY BE, IN ANY WAY RELATING TO OR ARISING AS A
CONSEQUENCE OF ANY SUCH FORBEARANCE OR DELAY IN THE INITIATION OF ANY SUCH
PROCEEDING AGAINST ITS SPC.
EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES
THAT NO SPC SHALL HAVE THE RIGHTS OF A LENDER HEREUNDER, SUCH RIGHTS BEING
RETAINED BY THE APPLICABLE GRANTING LENDER.
ACCORDINGLY, AND WITHOUT LIMITING
THE FOREGOING, EACH PARTY HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT NO SPC
SHALL HAVE ANY VOTING RIGHTS HEREUNDER AND THAT THE VOTING RIGHTS ATTRIBUTABLE
TO ANY LOAN MADE BY AN SPC SHALL BE EXERCISED ONLY BY THE RELEVANT GRANTING
LENDER AND THAT EACH GRANTING LENDER SHALL SERVE AS THE ADMINISTRATIVE AGENT AND
ATTORNEY-IN-FACT FOR ITS SPC AND SHALL ON BEHALF OF ITS SPC RECEIVE ANY AND ALL
PAYMENTS MADE FOR THE BENEFIT OF SUCH SPC AND TAKE ALL ACTIONS HEREUNDER TO THE
EXTENT, IF ANY, SUCH SPC SHALL HAVE