PARTICIPATIONS IN ANY PORTION OF ITS LOAN OR COMMITMENTS TO A POTENTIAL LENDER
OR PARTICIPANT, IF, AS OF THE DATE OF THE PROPOSED ASSIGNMENT OR SALE, THE
ASSIGNEE LENDER OR PARTICIPANT WOULD BE SUBJECT TO CAPITAL ADEQUACY OR SIMILAR
REQUIREMENTS UNDER SECTION 1.16(A), INCREASED COSTS UNDER SECTION 1.16(B), AN
INABILITY TO FUND LIBOR LOANS UNDER SECTION 1.16(C), OR TAXES IN ACCORDANCE WITH
SECTION 1.15(A) OR SECTION 1.15(B).
(G)
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 WRITING BY THE
GRANTING LENDER TO AGENT AND BORROWER, THE OPTION TO PROVIDE TO BORROWER ALL OR
ANY PART OF ANY LOANS THAT SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED TO
MAKE TO 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.
NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR
SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT (ALL LIABILITY FOR WHICH SHALL
REMAIN WITH THE GRANTING LENDER).
ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT
THE PRIOR WRITTEN CONSENT OF, BORROWER AND AGENT AND ASSIGN ALL OR A PORTION OF
ITS INTERESTS IN ANY LOANS TO THE GRANTING LENDER OR TO ANY FINANCIAL
INSTITUTIONS (CONSENTED TO BY BORROWER AND AGENT) PROVIDING LIQUIDITY AND/OR
CREDIT SUPPORT TO OR FOR THE ACCOUNT OF SUCH SPC TO SUPPORT THE FUNDING OR
MAINTENANCE OF LOANS AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC
INFORMATION RELATING TO ITS LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER
OR PROVIDER OF ANY SURETY, GUARANTY OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH
SPC.
THIS SECTION 9.1(G) MAY NOT BE AMENDED WITHOUT THE PRIOR WRITTEN CONSENT
OF EACH GRANTING LENDER, ALL OR ANY OF WHOSE LOANS ARE BEING FUNDED BY AN SPC AT
THE TIME OF SUCH AMENDMENT.
FOR THE AVOIDANCE OF DOUBT, THE GRANTING LENDER
SHALL FOR ALL PURPOSES, INCLUDING WITHOUT LIMITATION, THE APPROVAL OF ANY
AMENDMENT OR WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT OR THE OBLIGATION TO
PAY ANY AMOUNT OTHERWISE PAYABLE BY THE GRANTING LENDER UNDER THE LOAN
DOCUMENTS, CONTINUE TO BE THE LENDER OF RECORD HEREUNDER.
9.2
APPOINTMENT OF AGENT.
GE CAPITAL IS HEREBY
APPOINTED TO ACT ON BEHALF OF ALL LENDERS AS AGENT UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
THE PROVISIONS OF THIS SECTION 9.2 ARE SOLELY FOR THE
BENEFIT OF AGENT AND LENDERS AND NO CREDIT PARTY NOR ANY OTHER PERSON SHALL HAVE
ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF THE PROVISIONS HEREOF.
IN
PERFORMING ITS FUNCTIONS AND