(INCLUDING ITS OBLIGATIONS UNDER SECTION 3.01 OR 3.04), (II) NO SPC SHALL BE
LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT FOR
WHICH A LENDER WOULD BE LIABLE, AND (III) THE GRANTING LENDER SHALL FOR ALL
PURPOSES, INCLUDING THE APPROVAL OF ANY AMENDMENT, WAIVER OR OTHER MODIFICATION
OF ANY PROVISION OF ANY LOAN DOCUMENT, REMAIN THE LENDER OF RECORD HEREUNDER.
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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
SPC MAY (I) WITH NOTICE TO, BUT WITHOUT PRIOR CONSENT OF THE BORROWER AND THE
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ADMINISTRATIVE AGENT AND WITH THE PAYMENT OF A PROCESSING FEE OF $3,500, ASSIGN
ALL OR ANY PORTION OF ITS RIGHT TO RECEIVE PAYMENT WITH RESPECT TO 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.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF AT
ANY TIME BANK OF AMERICA ASSIGNS ALL OF ITS COMMITMENTS AND LOANS PURSUANT TO
SECTION 10.07(B), BANK OF AMERICA MAY, (I) UPON 30 DAYS' NOTICE TO THE BORROWER
AND THE LENDERS, RESIGN AS L/C ISSUER AND/OR (II) UPON 30 DAYS' NOTICE TO THE
BORROWER, RESIGN AS SWING LINE LENDER.
IN THE EVENT OF ANY SUCH RESIGNATION AS
L/C ISSUER OR SWING LINE LENDER, THE BORROWER SHALL BE ENTITLED TO APPOINT FROM
AMONG THE LENDERS A SUCCESSOR L/C ISSUER OR SWING LINE LENDER HEREUNDER;
PROVIDED, HOWEVER, THAT NO FAILURE BY THE BORROWER TO APPOINT ANY SUCH SUCCESSOR
SHALL AFFECT THE RESIGNATION OF BANK OF AMERICA AS L/C ISSUER OR SWING LINE
LENDER, AS THE CASE MAY BE.
IF BANK OF AMERICA RESIGNS AS L/C ISSUER, IT SHALL
RETAIN ALL THE RIGHTS AND OBLIGATIONS OF THE L/C ISSUER HEREUNDER WITH RESPECT
TO ALL LETTERS OF CREDIT OUTSTANDING AS OF THE EFFECTIVE DATE OF ITS RESIGNATION
AS L/C ISSUER AND ALL L/C OBLIGATIONS WITH RESPECT THERETO (INCLUDING THE RIGHT
TO REQUIRE THE LENDERS TO MAKE BASE RATE LOANS OR FUND RISK PARTICIPATIONS IN
UNREIMBURSED AMOUNTS PURSUANT TO SECTION 2.03(C)).
IF BANK OF AMERICA RESIGNS
AS SWING LINE LENDER, IT SHALL RETAIN ALL THE RIGHTS OF THE SWING LINE LENDER
PROVIDED FOR HEREUNDER WITH RESPECT TO SWING LINE LOANS MADE BY IT AND
OUTSTANDING AS OF THE EFFECTIVE DATE OF SUCH RESIGNATION, INCLUDING THE RIGHT TO
REQUIRE THE LENDERS TO MAKE BASE RATE LOANS OR FUND RISK PARTICIPATIONS IN
OUTSTANDING SWING LINE LOANS PURSUANT TO SECTION 2.04(C).
(J)
WITH RESPECT TO EACH LETTER OF CREDIT, IF AN L/C ISSUER TRANSFERS
ITS RIGHTS WITH RESPECT TO THE BORROWER'S OBLIGATION TO MAKE PAYMENTS TO SUCH
L/C ISSUER WITH RESPECT TO ANY UNREIMBURSED AMOUNTS OR L/C BORROWINGS, SUCH L/C
ISSUER SHALL GIVE NOTICE OF SUCH TRANSFER TO