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 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
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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 BE MADE TO SUCH LENDER WITH
RESPECT TO LOANS FUNDED BY SUCH SPV TO THE EXTENT PROVIDED IN THE APPLICABLE
OPTION AGREEMENT AND SET FORTH IN A NOTICE PROVIDED TO AGENT BY SUCH SPV AND
SUCH LENDER, PROVIDED, HOWEVER, THAT IN NO CASE (INCLUDING PURSUANT TO CLAUSE
(A) OR (B) ABOVE) SHALL AN SPV OR PARTICIPANT HAVE THE RIGHT TO ENFORCE ANY OF
THE TERMS OF ANY LOAN DOCUMENT, AND (III) THE CONSENT OF SUCH SPV OR PARTICIPANT
SHALL NOT BE REQUIRED (EITHER DIRECTLY, AS A RESTRAINT ON SUCH LENDER'S ABILITY
TO CONSENT HEREUNDER OR OTHERWISE) FOR ANY AMENDMENTS, WAIVERS OR CONSENTS WITH
RESPECT TO ANY LOAN DOCUMENT OR TO EXERCISE OR REFRAIN FROM EXERCISING ANY
POWERS OR RIGHTS SUCH LENDER MAY HAVE UNDER OR IN RESPECT OF THE LOAN DOCUMENTS
(INCLUDING THE RIGHT TO ENFORCE OR DIRECT ENFORCEMENT OF THE OBLIGATIONS),
EXCEPT FOR THOSE DESCRIBED IN CLAUSES (II) AND (III) OF SECTION 9.2(C) WITH
RESPECT TO AMOUNTS, OR DATES FIXED FOR PAYMENT OF AMOUNTS, TO WHICH SUCH
PARTICIPANT OR SPV WOULD OTHERWISE BE ENTITLED AND, IN