UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE SAME EXTENT AS IF SUCH
EXTENSION OF CREDIT HAD BEEN MADE BY SUCH GRANTING LENDER.
NO SPV SHALL BE
LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THE CREDIT
DOCUMENTS (ALL LIABILITY FOR WHICH SHALL REMAIN WITH THE GRANTING LENDER).
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 SPV, NO PARTY
HERETO WILL INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST,
SUCH SPV ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS.
IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, ANY SPV MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR CONSENT OF, THE
COMPANY AND THE AGENT AND WITHOUT PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL
OR A PORTION OF ITS INTERESTS IN ANY CREDIT OBLIGATIONS TO THE GRANTING LENDER
OR TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO IN WRITING BY THE COMPANY AND THE
AGENT) PROVIDING LIQUIDITY OR CREDIT SUPPORT TO SUCH SPV TO SUPPORT THE FUNDING
OR MAINTENANCE OF EXTENSIONS OF CREDIT AND (II) DISCLOSE ON A CONFIDENTIAL BASIS
ANY NON-PUBLIC INFORMATION RELATING TO ITS EXTENSIONS OF CREDIT TO ANY RATING
AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY, GUARANTEE OR CREDIT
OR LIQUIDITY ENHANCEMENT
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TO SUCH SPV.
THIS SECTION 11.4 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
AND MAY NOT BE AMENDED WITHOUT THE WRITTEN CONSENT OF EACH SPV TO WHICH A GRANT
HAS BEEN MADE PURSUANT TO THIS SECTION 11.4.
11.5.
REPLACEMENT OF AFFECTED LENDER.
IN THE EVENT THAT ANY LENDER OR, TO THE
EXTENT APPLICABLE, ANY CREDIT PARTICIPANT (THE "AFFECTED LENDER"):
(A)
FAILS TO PERFORM ITS OBLIGATIONS TO FUND ANY PORTION OF THE LOAN ON THE
CLOSING DATE WHEN REQUIRED TO DO SO BY THE TERMS OF THE CREDIT DOCUMENTS;
(B)
DEMANDS PAYMENT UNDER THE PROVISIONS OF SECTION 3.4 IN AN AMOUNT MATERIALLY
IN EXCESS OF THE AMOUNTS WITH RESPECT THERETO DEMANDED BY THE OTHER LENDERS; OR
(C)
REFUSES TO CONSENT TO A PROPOSED AMENDMENT, MODIFICATION, WAIVER OR OTHER
ACTION REQUIRING CONSENT OF THE HOLDERS OF 100% OF THE PERCENTAGE INTERESTS
UNDER SECTION 14.1 THAT IS CONSENTED TO BY LENDERS OWNING AT LEAST 90% OF THE
PERCENTAGE INTERESTS;
then, so long as no Event of Default exists, the Company shall have the right to
seek a replacement lender which is reasonably satisfactory to the Agent (the
"Replacement Lender").
The Replacement Lender shall purchase the interests of
the Affected Lender in the Loan and its Commitment and shall assume the
obligations of the Affected Lender hereunder and under the other Credit
Documents upon execution by the Replacement Lender of an Assignment and
Acceptance and the tender by it to the Affected Lender of a purchase price
agreed between it and the Affected Lender (or, if they are unable to agree, a
purchase price in the amount of the Affected Lender's Percentage Interest in the
Loan, or appropriate credit support for contingent amounts