LENDER SELLING A PARTICIPATION) SHALL HAVE ANY DUTY TO ANY PARTICIPANT AND
MAY CONTINUE TO DEAL SOLELY WITH THE LENDER SELLING A PARTICIPATION AS IF NO
SUCH SALE HAD OCCURRED.
(C)
EXCEPT AS EXPRESSLY PROVIDED IN THIS
SECTION 9.1, NO LENDER SHALL, AS BETWEEN BORROWER AND THAT LENDER, OR AGENT AND
THAT LENDER, BE RELIEVED OF ANY OF ITS OBLIGATIONS HEREUNDER AS A RESULT OF ANY
SALE, ASSIGNMENT, TRANSFER OR NEGOTIATION OF, OR GRANTING OF PARTICIPATION IN,
ALL OR ANY PART OF THE LOANS, THE NOTES OR OTHER OBLIGATIONS OWED TO SUCH
LENDER.
(D)
EACH CREDIT PARTY EXECUTING THIS AGREEMENT
SHALL ASSIST ANY LENDER PERMITTED TO SELL ASSIGNMENTS OR PARTICIPATIONS UNDER
THIS SECTION 9.1 AS REASONABLY REQUIRED TO ENABLE THE ASSIGNING OR SELLING
LENDER TO DOCUMENT ANY SUCH ASSIGNMENT OR PARTICIPATION, INCLUDING THE EXECUTION
AND DELIVERY OF ANY AND ALL AGREEMENTS, NOTES AND OTHER DOCUMENTS AND
INSTRUMENTS AS SHALL BE REASONABLY REQUESTED.
(E)
A LENDER MAY FURNISH ANY INFORMATION
CONCERNING CREDIT PARTIES IN THE POSSESSION OF SUCH LENDER FROM TIME TO TIME TO
ASSIGNEES AND PARTICIPANTS (INCLUDING PROSPECTIVE ASSIGNEES AND PARTICIPANTS);
PROVIDED THAT SUCH LENDER SHALL OBTAIN FROM
66
ASSIGNEES OR PARTICIPANTS CONFIDENTIALITY COVENANTS SUBSTANTIALLY EQUIVALENT TO
THOSE CONTAINED IN SECTION 11.8.
(F)
ANY ENTITY THAT PURCHASES A PARTICIPATION
IN THE LOANS PURSUANT TO SECTION 9.2(B) SHALL NOT BE ENTITLED TO RECEIVE ANY
GREATER PAYMENT UNDER SECTION 1.16(A) WITH RESPECT TO CAPITAL ADEQUACY OR
SIMILAR REQUIREMENTS, SECTION 1.16(B) WITH RESPECT TO INCREASED COSTS,
SECTION 1.16(C) WITH RESPECT TO THE INABILITY TO MAKE LIBOR LOANS OR
SECTION 1.15(A) WITH RESPECT TO WITHHOLDING TAXES, THAN THE APPLICABLE LENDER
WOULD HAVE BEEN ENTITLED TO RECEIVE WITH RESPECT TO THE PARTICIPATION SOLD TO
SUCH PARTICIPANT, UNLESS THE SALE OF THE PARTICIPATION TO SUCH PARTICIPANT IS
MADE WITH THE BORROWER'S PRIOR WRITTEN CONSENT OR UNLESS SUCH SALE IS MADE WHILE
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(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