DEAL SOLELY AND DIRECTLY
WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT, AND SUCH LENDER SHALL RETAIN THE SOLE RIGHT TO ENFORCE THE
OBLIGATIONS OF THE BORROWER RELATING TO THE LOANS AND TO APPROVE ANY AMENDMENT,
MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT (OTHER THAN
AMENDMENTS, MODIFICATIONS OR WAIVERS DECREASING ANY FEES PAYABLE TO SUCH
PARTICIPATING BANK OR PERSON HEREUNDER OR THE AMOUNT OF PRINCIPAL OF OR THE RATE
AT WHICH INTEREST IS PAYABLE ON THE LOANS IN WHICH SUCH PARTICIPATING BANK OR
PERSON HAS AN INTEREST, EXTENDING ANY SCHEDULED PRINCIPAL PAYMENT DATE OR DATE
FIXED FOR THE PAYMENT OF INTEREST ON THE LOANS IN WHICH SUCH PARTICIPATING BANK
OR PERSON HAS AN INTEREST, INCREASING OR EXTENDING THE COMMITMENTS IN WHICH SUCH
PARTICIPATING BANK OR PERSON HAS AN INTEREST OR RELEASING ANY GUARANTOR (OTHER
THAN IN CONNECTION WITH THE SALE OF SUCH GUARANTOR IN A TRANSACTION PERMITTED BY
SECTION 6.05)).
(G)
ANY LENDER OR PARTICIPANT MAY, IN CONNECTION WITH ANY ASSIGNMENT OR
PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION
10.04, DISCLOSE TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR
PARTICIPANT ANY INFORMATION RELATING TO THE BORROWER FURNISHED TO SUCH LENDER BY
OR ON BEHALF OF THE BORROWER; PROVIDED THAT, PRIOR TO ANY SUCH DISCLOSURE OF
INFORMATION DESIGNATED BY THE BORROWER AS CONFIDENTIAL, EACH SUCH ASSIGNEE OR
PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT SHALL EXECUTE AN AGREEMENT
WHEREBY SUCH ASSIGNEE OR PARTICIPANT SHALL AGREE (SUBJECT TO CUSTOMARY
EXCEPTIONS) TO PRESERVE THE CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION ON
TERMS NO LESS RESTRICTIVE THAN THOSE APPLICABLE TO THE LENDERS PURSUANT TO
SECTION 10.16.
(H)
ANY LENDER MAY AT ANY TIME ASSIGN ALL OR ANY PORTION OF ITS RIGHTS UNDER
THIS AGREEMENT TO SECURE EXTENSIONS OF CREDIT TO SUCH LENDER OR IN SUPPORT OF
OBLIGATIONS OWED BY SUCH LENDER; PROVIDED THAT NO SUCH ASSIGNMENT SHALL RELEASE
A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH ASSIGNEE
FOR SUCH LENDER AS A PARTY HERETO.
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY LENDER (A
"GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (AN "SPC"),
IDENTIFIED AS SUCH IN
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WRITING FROM TIME TO TIME BY THE GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND
THE BORROWER, THE OPTION TO PROVIDE TO THE BORROWER ALL OR ANY PART OF ANY LOAN
THAT SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED TO MAKE TO THE BORROWER
PURSUANT TO THIS AGREEMENT; PROVIDED THAT (I) NOTHING HEREIN SHALL CONSTITUTE A
COMMITMENT BY ANY SPC TO MAKE ANY LOAN AND (II) IF AN SPC ELECTS NOT TO EXERCISE
SUCH OPTION OR OTHERWISE FAILS TO PROVIDE ALL OR ANY PART OF SUCH LOAN, THE
GRANTING LENDER SHALL BE OBLIGATED TO MAKE SUCH LOAN PURSUANT TO THE TERMS
HEREOF.
THE MAKING OF A LOAN BY AN SPC HEREUNDER SHALL UTILIZE THE COMMITMENT
OF THE GRANTING LENDER TO THE SAME EXTENT, AND AS IF, SUCH LOAN WERE MADE BY
SUCH GRANTING LENDER.
EACH PARTY HERETO HEREBY