(VII) AND (VIII) OF THE FIRST PROVISO TO SECTION 9.02(B) (TO THE EXTENT SUCH
AMENDMENT, MODIFICATION OR WAIVER DIRECTLY AND ADVERSELY AFFECTS SUCH
PARTICIPANT).
SUBJECT TO PARAGRAPH (C)(II) OF THIS SECTION 9.04, EACH BORROWER
AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.15,
2.16 AND 2.17 TO THE SAME EXTENT AS IF IT WERE A LENDER AND HAD ACQUIRED ITS
INTEREST BY ASSIGNMENT PURSUANT TO PARAGRAPH (B) OF THIS SECTION 9.04.
TO THE
EXTENT PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS
OF SECTION 9.08 AS THOUGH IT WERE A 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 PARENT 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 2.17 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 2.17(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 9.04 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)
(I) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY LENDER
(A "GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE ORGANIZED
AND ADMINISTERED BY SUCH LENDER (AN "SPV"), IDENTIFIED AS SUCH IN WRITING FROM
TIME TO TIME BY SUCH 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 THIS AGREEMENT, PROVIDED THAT (I) NOTHING HEREIN SHALL
CONSTITUTE A COMMITMENT BY ANY SPV TO MAKE ANY LOAN, (II) IF AN SPV ELECTS NOT
TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO PROVIDE ALL OR ANY PART OF SUCH
LOAN, SUCH GRANTING LENDER SHALL BE OBLIGATED TO MAKE SUCH LOAN PURSUANT TO THE
TERMS HEREOF, (III) SUCH GRANTING LENDER'S OTHER OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED, (IV) SUCH GRANTING LENDER SHALL REMAIN SOLELY
RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS,
(V) THE BORROWERS, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND