SUCH DISCLOSURE, THE
ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT SHALL AGREE TO
PRESERVE THE CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION RECEIVED BY IT FROM
SUCH LENDER IN ACCORDANCE WITH SECTION 9.09 HEREOF.
(H)
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT,
ANY LENDER MAY AT ANY TIME (AND WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT
OR THE BORROWER) CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS
UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE ADVANCES OWING TO IT
AND ANY NOTE OR NOTES HELD BY IT) IN FAVOR OF ANY FEDERAL RESERVE BANK IN
ACCORDANCE WITH REGULATION A OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM
(I)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
LENDER THAT IS A FUND THAT INVESTS IN BANK LOANS MAY CREATE A SECURITY INTEREST
IN ALL OR ANY PORTION OF THE ADVANCES OWING TO IT AND THE NOTE OR NOTES HELD BY
IT TO THE TRUSTEE FOR HOLDERS OF OBLIGATIONS OWED, OR SECURITIES ISSUED, BY SUCH
FUND AS SECURITY FOR SUCH OBLIGATIONS OR SECURITIES, PROVIDED, HOWEVER, THAT
UNLESS AND UNTIL SUCH TRUSTEE ACTUALLY BECOMES A LENDER IN COMPLIANCE WITH THE
OTHER PROVISIONS OF THIS SECTION 9.07, (I) NO SUCH PLEDGE SHALL RELEASE THE
PLEDGING LENDER FROM ANY OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND
(II) SUCH TRUSTEE SHALL NOT BE ENTITLED TO EXERCISE ANY OF THE RIGHTS OF A
LENDER UNDER THE LOAN DOCUMENTS EVEN THOUGH SUCH TRUSTEE MAY HAVE ACQUIRED
OWNERSHIP RIGHTS WITH RESPECT TO THE PLEDGED INTEREST THROUGH FORECLOSURE OR
OTHERWISE.
(J)
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
ADMINISTRATIVE AGENT AND THE BORROWER (AN "SPC") THE OPTION TO PROVIDE ALL OR
ANY PART OF ANY ADVANCE THAT SUCH GRANTING LENDER WOULD OTHERWISE BE OBLIGATED
TO MAKE PURSUANT TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT (I) NOTHING HEREIN
SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO FUND ANY ADVANCE, AND (II) IF AN SPC
ELECTS NOT TO EXERCISE SUCH OPTION OR OTHERWISE FAILS TO MAKE ALL OR ANY PART OF
SUCH ADVANCE, THE GRANTING LENDER SHALL BE OBLIGATED TO MAKE SUCH ADVANCE
PURSUANT TO THE TERMS HEREOF.
THE MAKING OF AN ADVANCE BY AN SPC HEREUNDER
SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE SAME EXTENT, AND AS
IF, SUCH ADVANCE WERE MADE BY SUCH GRANTING LENDER.
EACH PARTY HERETO HEREBY
AGREES THAT (I) NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT
OBLIGATION UNDER THIS AGREEMENT FOR WHICH A LENDER WOULD BE LIABLE, (II) NO SPC
SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.09 AND 2.11 (OR ANY OTHER
INCREASED
84
COSTS PROTECTION PROVISION) AND (III) THE GRANTING LENDER SHALL FOR ALL
PURPOSES, INCLUDING, WITHOUT LIMITATION, THE APPROVAL OF ANY AMENDMENT OR WAIVER
OF ANY PROVISION OF ANY LOAN DOCUMENT, REMAIN THE LENDER OF RECORD HEREUNDER.
IN FURTHERANCE OF THE