THE ORDER OF SUCH ASSIGNEE IN AN AMOUNT
EQUAL TO THE REVOLVING CREDIT COMMITMENT AND/OR APPLICABLE TRANCHE C TERM LOANS,
AS THE CASE MAY BE, ASSUMED OR ACQUIRED BY IT PURSUANT TO SUCH ASSIGNMENT AND
ACCEPTANCE AND, IF THE ASSIGNOR HAS RETAINED A REVOLVING CREDIT COMMITMENT
AND/OR TRANCHE C TERM LOANS, AS THE CASE MAY BE, UPON REQUEST, NEW NOTES, AS THE
CASE MAY BE, TO THE ORDER OF THE ASSIGNOR IN AN AMOUNT EQUAL TO THE REVOLVING
CREDIT COMMITMENT AND/OR APPLICABLE TRANCHE C TERM LOANS, AS THE CASE MAY BE,
RETAINED BY IT HEREUNDER.
SUCH NEW NOTE OR NOTES SHALL BE DATED THE RESTATEMENT
DATE AND SHALL OTHERWISE BE IN THE FORM OF THE NOTE OR NOTES REPLACED THEREBY.
(F)
FOR AVOIDANCE OF DOUBT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THE
PROVISIONS OF THIS SECTION 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
ADMINISTRATIVE AGENT AND THE 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 SPC TO MAKE ANY LOAN, (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 AND (III) THE GRANTING LENDER'S AND THE BORROWER'S
OBLIGATIONS UNDER THIS AGREEMENT TO THE OTHER PARTIES TO THIS AGREEMENT SHALL
REMAIN UNCHANGED, THE GRANTING LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE
PERFORMANCE THEREOF, AND THE BORROWER, THE LENDERS AND THE AGENTS SHALL CONTINUE
TO DEAL SOLELY AND DIRECTLY WITH SUCH GRANTING LENDER IN CONNECTION WITH SUCH
GRANTING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
THE MAKING OF A LOAN BY AN SPC HEREUNDER SHALL UTILIZE THE REVOLVING
CREDIT 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 INDEBTEDNESS OF ANY SPC, IT WILL NOT INSTITUTE AGAINST, OR JOIN
ANY