TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF
SUCH OBLIGATIONS AND (III) THE BORROWER, THE AGENT, AND THE LENDERS SHALL
CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
ANY AGREEMENT OR
INSTRUMENT PURSUANT TO WHICH A LENDER SELLS SUCH A PARTICIPATION SHALL PROVIDE
THAT SUCH LENDER SHALL RETAIN THE SOLE RIGHT TO ENFORCE THIS AGREEMENT AND TO
APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT; PROVIDED THAT SUCH AGREEMENT OR INSTRUMENT MAY PROVIDE THAT SUCH
LENDER WILL NOT, WITHOUT THE CONSENT OF THE PARTICIPANT, AGREE TO ANY AMENDMENT,
WAIVER OR OTHER MODIFICATION DESCRIBED IN THE FIRST PROVISO TO SECTION 9.1 THAT
AFFECTS SUCH PARTICIPANT.
SUBJECT TO SUBSECTION (E) OF THIS SECTION, THE
BORROWER AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF
SECTIONS 10.1, 10.3 AND 10.4, TO THE SAME EXTENT AS IF IT WERE A LENDER AND HAD
ACQUIRED ITS INTEREST BY ASSIGNMENT PURSUANT TO SECTION 9.8(B).
TO THE EXTENT
PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS OF
SECTION 9.10(A) AS THOUGH IT WERE A LENDER, PROVIDED SUCH PARTICIPANT AGREES TO
BE SUBJECT TO SECTION 9.10(B) AS THOUGH IT WERE A LENDER.
(E) LIMITATIONS UPON PARTICIPANT RIGHTS.
A PARTICIPANT SHALL NOT BE ENTITLED TO
RECEIVE ANY GREATER PAYMENT UNDER SECTION 10.1 OR 10.3 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 BORROWER'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 10.1 UNLESS THE BORROWER IS NOTIFIED OF THE PARTICIPATION
SOLD TO SUCH PARTICIPANT AND SUCH PARTICIPANT AGREES, FOR THE BENEFIT OF THE
BORROWER, TO COMPLY WITH SECTION 10.1(E) AS THOUGH IT WERE A LENDER.
(F) CERTAIN PLEDGES.
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY
INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT (INCLUDING
UNDER ITS NOTE, IF ANY) TO SECURE OBLIGATIONS OF SUCH LENDER, INCLUDING ANY
PLEDGE OR ASSIGNMENT TO SECURE OBLIGATIONS TO A FEDERAL RESERVE
‐35‐
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.
(G) SPECIAL PURPOSE FUNDING VEHICLES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ANY LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL
PURPOSE FUNDING VEHICLE IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE
GRANTING LENDER TO THE AGENT AND THE BORROWER (AN "SPC") THE OPTION TO PROVIDE
ALL OR ANY PART OF ANY LOAN THAT SUCH GRANTING LENDER WOULD OTHERWISE BE
OBLIGATED TO MAKE PURSUANT TO THIS AGREEMENT; PROVIDED THAT (I) NOTHING HEREIN
SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO FUND ANY LOAN, AND (II) IF AN SPC
ELECTS NOT TO EXERCISE SUCH