HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO
THE SAME EXTENT, AND AS IF, SUCH LOAN WERE MADE BY SUCH 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 (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING
COMMERCIAL PAPER OR OTHER SENIOR DEBT OF ANY SPV, IT WILL NOT INSTITUTE AGAINST,
OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, SUCH SPV IN ANY INSOLVENCY OR
LIQUIDATION PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY SPV MAY (1) WITH
NOTICE TO, BUT WITHOUT PRIOR CONSENT OF THE ADMINISTRATIVE AGENT AND WITHOUT
PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR ANY PORTION OF ITS RIGHT TO
RECEIVE PAYMENT WITH RESPECT TO ANY LOAN TO THE GRANTING LENDER AND (2) DISCLOSE
ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS FUNDING OF
ANY LOAN TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY
OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPV.
SECTION 10.04
BENEFITS OF AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THE
LAST SENTENCE OF SECTION 10.08(B) (INDEMNIFICATION BY BORROWER) NOTHING IN THIS
AGREEMENT OR ANY OTHER FINANCING DOCUMENT, EXPRESS OR IMPLIED, SHALL GIVE TO ANY
PERSON, OTHER THAN THE PARTIES HERETO AND THERETO, AND EACH OF THEIR SUCCESSORS
AND PERMITTED ASSIGNS UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, ANY
BENEFIT OR ANY LEGAL OR EQUITABLE RIGHT OR REMEDY UNDER THIS AGREEMENT.
SECTION 10.05
CONSULTANTS. (A) THE REQUIRED LENDERS ACTING JOINTLY OR THE
ADMINISTRATIVE AGENT MAY, IN THEIR SOLE DISCRETION, APPOINT ANY CONSULTANT FOR
THE PURPOSES SPECIFIED HEREIN. IF ANY OF THE CONSULTANTS IS REMOVED OR RESIGNS
AND THEREBY CEASES TO ACT FOR PURPOSES OF THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS, THE REQUIRED LENDERS ACTING JOINTLY OR THE ADMINISTRATIVE AGENT, AS
THE CASE MAY BE, SHALL DESIGNATE A CONSULTANT IN REPLACEMENT.
(B)
THE BORROWER SHALL REIMBURSE EACH CONSULTANT APPOINTED HEREUNDER FOR
THE REASONABLE FEES AND DOCUMENTED EXPENSES OF SUCH CONSULTANT RETAINED ON
BEHALF OF THE LENDERS PURSUANT TO THIS SECTION 10.05.
(C)
IN ALL CASES IN WHICH THIS AGREEMENT PROVIDES FOR ANY CONSULTANT TO
"AGREE," "APPROVE," "CERTIFY" OR "CONFIRM" ANY REPORT OR OTHER DOCUMENT OR ANY
FACT OR CIRCUMSTANCE, SUCH CONSULTANT MAY MAKE THE DETERMINATIONS AND
EVALUATIONS REQUIRED IN CONNECTION THEREWITH BASED UPON INFORMATION PROVIDED BY
THE BORROWER OR OTHER SOURCES REASONABLY BELIEVED BY SUCH CONSULTANT TO BE
KNOWLEDGEABLE AND RESPONSIBLE, WITHOUT
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INDEPENDENTLY VERIFYING SUCH INFORMATION; PROVIDED THAT, NOTWITHSTANDING THE
FOREGOING, SUCH CONSULTANT SHALL ENGAGE IN SUCH INDEPENDENT INVESTIGATIONS OR
FINDINGS AS IT MAY FROM TIME TO TIME DEEM NECESSARY IN ITS REASONABLE DISCRETION
TO SUPPORT THE DETERMINATIONS AND EVALUATIONS REQUIRED OF IT.
SECTION 10.06
COSTS AND EXPENSES. THE BORROWER SHALL PAY (A) ALL
REASONABLE AND DOCUMENTED OUT-OF-POCKET EXPENSES INCURRED BY THE LEAD ARRANGER,
THE LENDERS AND THE AGENTS (INCLUDING ALL REASONABLE FEES,