SENIOR DEBT 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 PROCEEDING
UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY SPC MAY (1) WITH NOTICE TO, BUT
WITHOUT PRIOR CONSENT OF THE PARENT AND THE ADMINISTRATIVE AGENT AND WITH THE
PAYMENT OF A PROCESSING FEE IN THE AMOUNT OF $2,500, 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 LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER
OF ANY SURETY OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
(I)
RESIGNATION AS L/C ISSUER OR SWING LINE LENDER AFTER ASSIGNMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF AT ANY TIME BANK
OF AMERICA ASSIGNS ALL OF ITS REVOLVING CREDIT COMMITMENTS AND REVOLVING CREDIT
LOANS PURSUANT TO SECTION 11.06(B), BANK OF AMERICA MAY, (I) UPON 30 DAYS'
NOTICE TO THE PARENT AND THE LENDERS, RESIGN AS AN L/C ISSUER AND/OR (II) UPON
30 DAYS' NOTICE TO THE PARENT, RESIGN AS A SWING LINE LENDER.
IN THE EVENT OF
ANY SUCH RESIGNATION AS AN L/C ISSUER OR A SWING LINE LENDER, THE PARENT 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 PARENT TO
APPOINT ANY SUCH SUCCESSOR SHALL AFFECT THE RESIGNATION OF BANK OF AMERICA AS AN
L/C ISSUER OR A SWING LINE LENDER, AS THE CASE MAY BE.
IF BANK OF AMERICA
RESIGNS AS AN L/C ISSUER, IT SHALL RETAIN ALL THE RIGHTS, POWERS, PRIVILEGES AND
DUTIES OF AN L/C ISSUER HEREUNDER WITH RESPECT TO ALL LETTERS OF CREDIT ISSUED
BY IT THAT ARE OUTSTANDING AS OF THE EFFECTIVE DATE OF ITS RESIGNATION AS AN L/C
ISSUER AND ALL L/C OBLIGATIONS WITH RESPECT THERETO (INCLUDING THE RIGHT TO
REQUIRE THE LENDERS TO MAKE BASE RATE LOANS, U.S. BASE RATE LOANS OR CANADIAN
PRIME RATE LOANS, AS APPLICABLE, OR FUND RISK PARTICIPATIONS IN UNREIMBURSED
AMOUNTS PURSUANT TO SECTION 2.03(B)).
IF BANK OF AMERICA RESIGNS AS A SWING
LINE LENDER, IT SHALL RETAIN ALL THE
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rights of a 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, U.S. Base
Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04.A(c) or
2.04.B(c).
Upon the appointment of a successor L/C Issuer and/or Swing Line
Lender, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line
Lender, as the case may be, and (b)