PURSUANT TO SUCH ASSIGNMENT, SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A
LENDER, (II) ANY APPLICABLE NOTE SHALL BE TRANSFERRED TO SUCH ASSIGNEE THROUGH
SUCH ENTRY AND (III) THE ASSIGNOR THEREUNDER SHALL, TO THE EXTENT THAT RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT HAVE BEEN ASSIGNED BY IT PURSUANT TO SUCH
ASSIGNMENT, RELINQUISH ITS RIGHTS (EXCEPT FOR THOSE SURVIVING THE TERMINATION OF
THE COMMITMENTS AND THE PAYMENT IN FULL OF THE OBLIGATIONS) AND BE RELEASED FROM
ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, OTHER THAN THOSE RELATING TO EVENTS OR
CIRCUMSTANCES OCCURRING PRIOR TO SUCH ASSIGNMENT, AND, IN THE CASE OF AN
ASSIGNMENT COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS
AND OBLIGATIONS UNDER THE LOAN DOCUMENTS, SUCH LENDER SHALL CEASE TO BE A PARTY
HERETO.
(D)
GRANT OF SECURITY INTERESTS. IN ADDITION TO THE OTHER RIGHTS
PROVIDED IN THIS SECTION 11.1, EACH LENDER MAY GRANT A SECURITY INTEREST IN, OR
OTHERWISE ASSIGN AS COLLATERAL, ANY OF ITS RIGHTS UNDER THIS AGREEMENT, WHETHER
NOW OWNED OR HEREAFTER ACQUIRED (INCLUDING RIGHTS TO PAYMENTS OF PRINCIPAL OR
INTEREST ON THE LOANS), TO (A) ANY FEDERAL RESERVE BANK (PURSUANT TO REGULATION
A OF THE FEDERAL RESERVE BOARD), WITHOUT NOTICE TO THE ADMINISTRATIVE AGENT OR
(B) ANY HOLDER OF, OR TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF, SUCH LENDER'S
SECURITIES BY NOTICE TO THE ADMINISTRATIVE AGENT; PROVIDED, THAT NO SUCH HOLDER
OR TRUSTEE, WHETHER BECAUSE OF SUCH GRANT OR ASSIGNMENT OR ANY FORECLOSURE
THEREON (UNLESS SUCH FORECLOSURE IS MADE THROUGH AN ASSIGNMENT IN ACCORDANCE
WITH CLAUSE (B) ABOVE), SHALL BE ENTITLED TO ANY RIGHTS OF SUCH LENDER HEREUNDER
AND NO SUCH LENDER SHALL BE RELIEVED OF ANY OF ITS OBLIGATIONS HEREUNDER.
(E)
PARTICIPANTS AND SPVS. IN ADDITION TO THE OTHER RIGHTS PROVIDED IN
THIS SECTION 11.1, EACH LENDER MAY, (X) WITH NOTICE TO THE ADMINISTRATIVE AGENT,
GRANT TO AN SPV THE OPTION TO MAKE ALL OR ANY PART OF ANY LOAN THAT SUCH LENDER
WOULD OTHERWISE BE REQUIRED TO MAKE HEREUNDER (AND THE EXERCISE OF SUCH OPTION
BY SUCH SPV AND THE MAKING OF LOANS PURSUANT THERETO SHALL SATISFY THE
OBLIGATION OF SUCH LENDER TO MAKE SUCH LOANS HEREUNDER) AND SUCH SPV MAY ASSIGN
TO SUCH LENDER THE RIGHT TO RECEIVE PAYMENT WITH RESPECT TO ANY OBLIGATION AND
(Y) WITHOUT NOTICE TO OR CONSENT FROM THE ADMINISTRATIVE AGENT OR THE BORROWERS,
SELL PARTICIPATIONS TO ONE OR MORE PERSONS IN OR TO ALL OR A PORTION OF ITS
RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS; PROVIDED, THAT, WHETHER AS A
RESULT OF ANY TERM OF ANY LOAN DOCUMENT OR OF SUCH GRANT OR PARTICIPATION,
(I) NO SUCH SPV OR PARTICIPANT SHALL HAVE A COMMITMENT, OR BE DEEMED TO HAVE
MADE AN OFFER TO COMMIT, TO MAKE LOANS HEREUNDER, AND, EXCEPT AS PROVIDED IN THE
APPLICABLE OPTION AGREEMENT, NONE SHALL BE LIABLE FOR ANY OBLIGATION OF SUCH
LENDER HEREUNDER, (II) SUCH LENDER'S RIGHTS AND OBLIGATIONS, AND THE RIGHTS AND
OBLIGATIONS OF THE BORROWERS TOWARDS SUCH LENDER, UNDER ANY LOAN DOCUMENT SHALL
REMAIN UNCHANGED AND