PRIOR WRITTEN CONSENT AND THE ENTITLEMENT TO GREATER PAYMENT RESULTS
SOLELY FROM A CHANGE IN LAW.
A PARTICIPANT THAT WOULD BE A FOREIGN LENDER IF IT
WERE A LENDER SHALL NOT BE ENTITLED TO THE BENEFITS OF SECTION 2.16 UNLESS THE
PARENT BORROWER IS NOTIFIED OF THE PARTICIPATION SOLD TO SUCH PARTICIPANT AND
SUCH PARTICIPANT AGREES, FOR THE BENEFIT OF THE BORROWERS, TO COMPLY WITH
SECTION 2.16(E) AS THOUGH IT WERE A LENDER.
(D)
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN
ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO SECURE OBLIGATIONS OF
SUCH LENDER, INCLUDING WITHOUT LIMITATION ANY PLEDGE OR ASSIGNMENT TO SECURE
OBLIGATIONS TO A FEDERAL RESERVE BANK, AND THIS SECTION SHALL NOT APPLY TO ANY
SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST; PROVIDED THAT NO SUCH PLEDGE
OR ASSIGNMENT OF A SECURITY INTEREST SHALL RELEASE A LENDER FROM ANY OF ITS
OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER
AS A PARTY HERETO.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (AN,
"SPC") OF SUCH GRANTING LENDER, IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME
BY THE GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND THE PARENT BORROWER, THE
OPTION TO PROVIDE TO THE APPLICABLE BORROWER ALL OR ANY PART OF ANY LOAN THAT
SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED TO MAKE TO SUCH BORROWER
PURSUANT TO SECTION 2.01, PROVIDED THAT (I) NOTHING HEREIN SHALL CONSTITUTE A
COMMITMENT TO MAKE ANY LOAN BY ANY SPC 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 THE
GRANTING LENDER.
EACH PARTY HERETO HEREBY AGREES THAT (X) NO SPC SHALL BE
LIABLE FOR ANY PAYMENT UNDER THIS AGREEMENT FOR WHICH A LENDER WOULD OTHERWISE
BE LIABLE AND (Y) THE GRANTING LENDER FOR ANY SPC SHALL BE (AND HEREBY AGREES
THAT IT IS) LIABLE FOR ANY PAYMENT UNDER THIS AGREEMENT FOR WHICH THE SPC WOULD
BE LIABLE IN THE ABSENCE OF PRECEDING CLAUSE (X).
IN FURTHERANCE OF THE
FOREGOING, EACH PARTY HERETO HEREBY AGREES THAT, PRIOR TO THE DATE THAT IS ONE
YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING SENIOR
INDEBTEDNESS OF ANY SPC, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON
IN INSTITUTING AGAINST, SUCH SPC ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS OR SIMILAR PROCEEDINGS UNDER THE LAWS OF
THE UNITED STATES OR ANY STATE THEREOF.
IN ADDITION, NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS SECTION 10.04 ANY SPC MAY (I) WITH NOTICE TO,
BUT WITHOUT THE PRIOR WRITTEN CONSENT OF, THE PARENT BORROWER OR