ASSUMED BY IT
PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE AND, IF THE ASSIGNING LENDER HAS
RETAINED A COMMITMENT AND LOAN HEREUNDER, A NEW NOTE TO THE ORDER OF THE
ASSIGNING LENDER IN AN AMOUNT EQUAL TO THE COMMITMENT AND LOAN RETAINED BY IT
HEREUNDER.
SUCH NEW NOTES SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO
THE AGGREGATE PRINCIPAL AMOUNT OF SUCH SURRENDERED NOTE, SHALL BE DATED THE
EFFECTIVE DATE OF SUCH ASSIGNMENT AND ACCEPTANCE AND SHALL OTHERWISE BE IN
SUBSTANTIALLY THE FORM OF THE SURRENDERED NOTE.
THEREAFTER, SUCH SURRENDERED
NOTE SHALL BE MARKED CANCELED AND RETURNED TO THE COMPANY.
(G)
ANY LENDER MAY, IN CONNECTION WITH ANY ASSIGNMENT OR PARTICIPATION
OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION 9.11, DISCLOSE
TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT, ANY
INFORMATION RELATING TO THE COMPANY FURNISHED TO SUCH LENDER BY OR ON BEHALF OF
THE COMPANY.
(H)
EACH LENDER AGREES THAT, IN CONNECTION WITH ANY ASSIGNMENT OR
PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS
SECTION 9.11, THE COMPANY WILL NOT BE RESPONSIBLE FOR THE ACCURACY AND
COMPLETENESS OF ANY WRITTEN MATERIALS FURNISHED BY SUCH LENDER TO ANY ACTUAL OR
PROSPECTIVE ASSIGNEE OR PARTICIPANT, OTHER THAN COPIES OF (I) DOCUMENTS
FURNISHED TO SUCH LENDER PURSUANT TO CLAUSE (A), (B), (C) OR (D) OF SECTION 5.2
HEREOF, AND (II) ANY OTHER DOCUMENTS WHICH ARE PREPARED BY THE COMPANY FOR USE
IN SUCH CONNECTION AND WHICH CONTAIN A STATEMENT TO SUCH EFFECT.
(I)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH LENDER MAY
PLEDGE AND ASSIGN ALL OR ANY PORTION OF ITS RIGHTS AND INTERESTS UNDER THE LOAN
DOCUMENTS TO ANY FEDERAL RESERVE BANK.
(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
AGENT AND THE COMPANY (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, HOWEVER, 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 OPTION OR OTHERWISE FAILS TO MAKE 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 AN 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) 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 2.10 AND 9.15 (OR ANY OTHER INCREASED COSTS PROTECTION PROVISION) AND
(III) THE GRANTING LENDER SHALL FOR ALL PURPOSES, INCLUDING, WITHOUT LIMITATION,
THE APPROVAL OF ANY AMENDMENT OR WAIVER OF ANY