BENEFIT OF THE COST PROTECTION PROVISIONS
CONTAINED IN SECTIONS 2.13, 2.15 AND 2.19 TO THE SAME EXTENT AS IT WERE A
LENDER; PROVIDED, HOWEVER, THAT A PARTICIPANT SHALL NOT BE ENTITLED TO RECEIVE
ANY MORE THAN THE SELLING LENDER WOULD HAVE RECEIVED HAD IT NOT SOLD THE
PARTICIPATION.
(II)
EACH LENDER THAT SELLS A PARTICIPATION SHALL, ACTING SOLELY FOR THIS
PURPOSE AS AN AGENT OF THE BORROWER, MAINTAIN A RECORD OF EACH PARTICIPANT AND
THE PRINCIPAL AMOUNTS (AND STATED INTEREST) OF EACH PARTICIPANT'S INTEREST IN
THE LOANS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT (THE "PARTICIPANT
REGISTER").
THE ENTRIES IN THE PARTICIPANT REGISTER SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR, AND SUCH LENDER SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED
IN THE PARTICIPANT REGISTER AS THE OWNER OF SUCH PARTICIPATION FOR ALL PURPOSES
OF THIS AGREEMENT.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY LENDER (A
"GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (AN "SPC") OF
SUCH GRANTING LENDER, IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE
GRANTING LENDER TO THE 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 SECTION 2.01, PROVIDED THAT
(I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT TO MAKE ANY LOAN BY ANY SPC,
(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, (III) SUCH GRANTING LENDER'S OTHER
OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED, (IV) SUCH GRANTING
LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH OBLIGATIONS AND (V) THE BORROWER, THE AGENT AND THE OTHER
LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH GRANTING LENDER IN
CONNECTION WITH SUCH GRANTING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT.
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 THE GRANTING LENDER.
EACH PARTY HERETO HEREBY AGREES THAT NO SPC SHALL
BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT
(ALL LIABILITY FOR WHICH SHALL REMAIN WITH THE RELATED 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 AND ONE DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING SENIOR
INDEBTEDNESS 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 PROCEEDINGS OR SIMILAR PROCEEDINGS UNDER THE LAWS OF
THE UNITED STATES OR ANY STATE THEREOF.
IN ADDITION, NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS SECTION OR IN SECTION 9.16, ANY SPC MAY
(I) WITH NOTICE TO, BUT WITHOUT THE PRIOR