LENDER, PROVIDED SUCH PARTICIPANT
AGREES TO BE SUBJECT TO SECTION 2.18(C) AS THOUGH IT WERE A LENDER.
(II)
A PARTICIPANT SHALL NOT BE ENTITLED TO RECEIVE ANY GREATER PAYMENT UNDER
SECTION 2.15 OR 2.17 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 COMPANY'S PRIOR
WRITTEN CONSENT.
A PARTICIPANT THAT WOULD BE A FOREIGN LENDER IF IT WERE A
LENDER SHALL NOT BE ENTITLED TO THE BENEFITS OF SECTION 2.17 UNLESS THE COMPANY
IS NOTIFIED OF THE PARTICIPATION SOLD TO SUCH PARTICIPANT AND SUCH PARTICIPANT
AGREES, FOR THE BENEFIT OF THE BORROWERS, TO COMPLY WITH SECTION 2.17(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"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE GRANTING LENDER
TO THE AGENT AND THE BORROWER AGENT, THE OPTION TO PROVIDE TO THE BORROWERS ALL
OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED
TO MAKE TO THE BORROWERS 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 AND.
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.
EACH PARTY HERETO HEREBY
AGREES THAT (I) NEITHER THE GRANT TO ANY SPC NOR THE EXERCISE BY ANY SPC OF SUCH
OPTION SHALL INCREASE THE COSTS OR EXPENSES OR OTHERWISE INCREASE OR CHANGE THE
OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT (INCLUDING ITS OBLIGATIONS
UNDER SECTION 2.15, 2.16 OR 2.17), (II) 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) AND (III) THE GRANTING LENDER SHALL FOR
ALL PURPOSES INCLUDING APPROVAL OF ANY AMENDMENT, WAIVER OR OTHER MODIFICATION
OF ANY PROVISION OF THE LOAN DOCUMENTS, REMAIN THE LENDER OF RECORD HEREUNDER.
IN FURTHERANCE OF THE FOREGOING, EACH PARTY HERETO HEREBY AGREES