BE OBLIGATED TO MAKE PURSUANT TO THIS AGREEMENT; PROVIDED
THAT (I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO FUND ANY
COMMITTED LOAN, AND (II) SUCH GRANTING SHALL NOT RELIEVE THE GRANTING LENDER OF
ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS
OBLIGATION TO FUND A LOAN IF, FOR ANY REASON, ITS SPC FAILS TO FUND ANY SUCH
LOAN.
EACH PARTY HERETO HEREBY AGREES THAT (I) NEITHER THE GRANT TO ANY SPC NOR
THE EXERCISE BY ANY SPC OF SUCH OPTION SHALL INCREASE THE COSTS OR EXPENSES OR
OTHERWISE INCREASE OR CHANGE THE OBLIGATIONS OF THE BORROWERS UNDER THIS
AGREEMENT (INCLUDING ITS OBLIGATIONS UNDER SECTION 3.04), (II) NO SPC SHALL BE
LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT FOR
WHICH A LENDER WOULD BE LIABLE, PROVIDED, HOWEVER, THAT THE GRANTING LENDER
SHALL REMAIN LIABLE FOR SUCH OBLIGATIONS, AND (III) THE GRANTING LENDER SHALL
FOR ALL PURPOSES, INCLUDING THE APPROVAL OF ANY AMENDMENT, WAIVER OR OTHER
MODIFICATION OF ANY PROVISION OF ANY LOAN DOCUMENT, REMAIN THE LENDER OF RECORD
HEREUNDER.
THE MAKING OF A COMMITTED LOAN BY AN SPC HEREUNDER SHALL UTILIZE THE
COMMITMENT OF THE GRANTING LENDER TO THE SAME EXTENT, AND AS IF, SUCH COMMITTED
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 YEAR
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AND ONE DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER OR
OTHER 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, PROVIDED, HOWEVER, THAT EACH GRANTING LENDER HEREBY
AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS EACH OTHER PARTY HERETO FOR ANY
LOSS, COST, DAMAGE OR EXPENSE ARISING OUT OF ITS INABILITY TO INSTITUTE SUCH A
PROCEEDING AGAINST SUCH SPC DURING SUCH PERIOD OF FORBEARANCE.
WITHOUT LIMITING
THE INDEMNIFICATION OBLIGATIONS OF ANY INDEMNIFYING LENDER PURSUANT TO THIS
SUBSECTION, IN THE EVENT THAT THE INDEMNIFYING LENDER FAILS TIMELY TO COMPENSATE
ANY LOAN PARTY FOR SUCH CLAIM, ANY LOANS HELD BY THE RELEVANT SPC SHALL, IF
REQUESTED BY THE BORROWER, BE ASSIGNED PROMPTLY TO THE GRANTING LENDER THAT
ADMINISTERS THE SPC AND THE GRANTING OF RIGHTS PURSUANT TO THIS SUBSECTION TO
SUCH SPC SHALL BE VOID.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT PRIOR CONSENT OF THE COMPANY
AND THE ADMINISTRATIVE AGENT AND WITH THE PAYMENT OF A PROCESSING FEE IN THE
AMOUNT OF $3,500 (WHICH PROCESSING FEE MAY BE WAIVED BY THE ADMINISTRATIVE AGENT
IN ITS SOLE DISCRETION), ASSIGN ALL OR ANY PORTION OF ITS RIGHT TO RECEIVE
PAYMENT WITH RESPECT TO ANY COMMITTED LOAN TO THE GRANTING LENDER AND (II)
DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS
FUNDING OF COMMITTED LOANS