LOANS,
54
RETAINED BY IT HEREUNDER.
SUCH NEW NOTE OR NOTES SHALL BE DATED THE CLOSING
DATE (OR, IN THE CASE OF NEW LOANS, THE DATE OF THE ORIGINAL MAKING OF SUCH NEW
LOANS) AND SHALL OTHERWISE BE IN THE FORM OF THE NOTE OR NOTES REPLACED THEREBY.
(F)
FOR THE AVOIDANCE OF DOUBT, THE PARTIES TO
THIS AGREEMENT ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 9.4 CONCERNING
ASSIGNMENTS OF LOANS AND NOTES RELATE ONLY TO ABSOLUTE ASSIGNMENTS AND THAT SUCH
PROVISIONS DO NOT PROHIBIT ASSIGNMENTS CREATING SECURITY INTERESTS, INCLUDING,
WITHOUT LIMITATION, ANY PLEDGE OR ASSIGNMENT BY A LENDER OF ANY LOAN OR NOTE TO
ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH APPLICABLE LAW.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ANY LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL
PURPOSE FUNDING VEHICLE (AN "SPC"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO
TIME BY THE GRANTING LENDER TO THE AGENT AND BORROWER, THE OPTION TO PROVIDE TO
BORROWER ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE
BE OBLIGATED TO MAKE TO BORROWER PURSUANT TO THIS AGREEMENT; PROVIDED THAT
(I)
NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO MAKE ANY LOAN AND
(II) IF AN 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.
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 NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR
PAYMENT OBLIGATION UNDER THIS AGREEMENT (ALL LIABILITY FOR WHICH SHALL REMAIN
WITH THE GRANTING LENDER).
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.
IN
ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION
9.4, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN CONSENT OF,
BORROWER AND THE 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 PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO OR FOR THE
ACCOUNT OF SUCH SPC 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 SPC.
(H)
NEITHER BORROWER