ASSIGNED BY IT PURSUANT TO SUCH
ASSIGNMENT, RELINQUISH ITS RIGHTS (EXCEPT FOR THOSE SURVIVING THE TERMINATION OF
THE REVOLVING CREDIT COMMITMENTS AND THE PAYMENT IN FULL OF THE OBLIGATIONS) AND
BE RELEASED FROM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, OTHER THAN THOSE
RELATING TO EVENTS OR CIRCUMSTANCES OCCURRING PRIOR TO SUCH ASSIGNMENT (AND, IN
THE CASE OF AN ASSIGNMENT COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING
LENDER'S RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS, SUCH LENDER SHALL
CEASE TO BE A PARTY HERETO EXCEPT THAT EACH LENDER AGREES TO REMAIN BOUND BY
ARTICLE 10, SECTION 11.8 (RIGHT OF SETOFF) AND SECTION 11.9 (SHARING OF
PAYMENTS) TO THE EXTENT PROVIDED IN SECTION 10.11 (ADDITIONAL BENEFICIARIES OF
COLLATERAL)).
(e)
Grant of Security Interests. In addition to the other rights provided
in this Section 11.2, 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 the Administrative Agent or (B) any
holder of, or trustee for the benefit of the holders of, such Lender's
Securities by notice to the Administrative 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 (b) above), shall be entitled to any rights of such
Lender hereunder and no such Lender shall be relieved of any of its obligations
hereunder.
(F)
PARTICIPANTS AND SPVS.
IN ADDITION TO THE OTHER RIGHTS PROVIDED IN
THIS SECTION 11.2, EACH LENDER MAY, (X) WITH NOTICE TO THE ADMINISTRATIVE 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
110
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 THE
ADMINISTRATIVE AGENT OR THE 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