OR WITHHOLDING TAXES IN ACCORDANCE WITH SECTION 1.9.
(G)
IN ADDITION TO THE OTHER RIGHTS PROVIDED IN
THIS SECTION 8.1, 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 AGENT OR (B) ANY HOLDER OF, OR TRUSTEE
FOR THE BENEFIT OF THE HOLDERS OF, SUCH LENDER'S INDEBTEDNESS OR EQUITY
SECURITIES, BY NOTICE TO AGENT; PROVIDED, HOWEVER, 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
(A) ABOVE), SHALL BE ENTITLED TO ANY RIGHTS OF SUCH LENDER HEREUNDER AND NO SUCH
LENDER SHALL BE RELIEVED OF ANY OF ITS OBLIGATIONS HEREUNDER.
(H)
IN ADDITION TO THE OTHER RIGHTS PROVIDED IN
THIS SECTION 8.1, EACH LENDER MAY, (X) WITH NOTICE TO 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
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RECEIVE PAYMENT WITH RESPECT TO ANY OBLIGATION AND (Y) WITHOUT NOTICE TO OR
CONSENT FROM AGENT OR BORROWER, SELL PARTICIPATIONS TO ONE OR MORE PERSONS IN OR
TO ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS
(INCLUDING ALL ITS RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TERM LOANS,
REVOLVING LOANS AND LETTERS OF CREDIT); PROVIDED, HOWEVER, 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 CREDIT PARTIES AND THE SECURED PARTIES TOWARDS SUCH LENDER,
UNDER ANY LOAN DOCUMENT SHALL REMAIN UNCHANGED AND EACH OTHER PARTY HERETO SHALL
CONTINUE TO DEAL SOLELY WITH SUCH LENDER, WHICH SHALL REMAIN THE HOLDER OF THE
OBLIGATIONS IN THE REGISTER, EXCEPT THAT (A) EACH SUCH PARTICIPANT AND SPV SHALL
BE ENTITLED TO THE BENEFIT OF SECTION 1.9, BUT, WITH RESPECT TO SECTION 1.9(C),
ONLY TO THE EXTENT SUCH PARTICIPANT OR SPV DELIVERS THE TAX FORMS SUCH LENDER IS
REQUIRED TO COLLECT PURSUANT TO SECTION 1.9 AND THEN ONLY TO THE EXTENT OF ANY
AMOUNT TO WHICH SUCH LENDER WOULD BE ENTITLED IN THE ABSENCE OF ANY SUCH GRANT
OR PARTICIPATION AND (B) EACH SUCH SPV MAY RECEIVE OTHER PAYMENTS THAT WOULD
OTHERWISE