BASED ON SUCH
DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO
MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT;
(VI)
SUCH ACQUIRING LENDER APPOINTS AND AUTHORIZES
THE ADMINISTRATIVE AGENT AND ITS RELATED FUNDING AGENT AND THE COLLATERAL AGENT
TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AS ARE DELEGATED TO THE
ADMINISTRATIVE AGENT AND ITS RELATED FUNDING AGENT AND THE COLLATERAL AGENT,
RESPECTIVELY, BY THE TERMS HEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY
INCIDENTAL THERETO; AND
(VII)
SUCH ACQUIRING LENDER AGREES THAT IT WILL
PERFORM IN ACCORDANCE WITH ITS TERMS ALL THE OBLIGATIONS WHICH BY THE TERMS OF
THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
93
(D)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT
ONE OF ITS OFFICES A COPY OF EACH TRANSFER AGREEMENT DELIVERED TO IT AND A
REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDER, AND THE
COMMITMENTS OF EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE
"REGISTER"). THE ENTRIES IN THE REGISTER AS PROVIDED IN THIS
SECTION 37.17(D) SHALL BE CONCLUSIVE AND THE COMPANY, THE MASTER SERVICER, THE
LENDERS, THE REGISTRAR, THE ADMINISTRATIVE AGENT, THE FUNDING AGENTS AND THE
COLLATERAL AGENT SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER
PURSUANT TO THE TERMS HEREOF AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY. IN DETERMINING WHETHER THE
HOLDERS OF THE REQUISITE LOANS OR COMMITMENTS HAVE GIVEN ANY REQUEST, DEMAND,
AUTHORIZATION, DIRECTION, NOTICE, CONSENT OR WAIVER HEREUNDER, ANY LOANS OR
COMMITMENTS OWNED BY THE COMPANY, THE MASTER SERVICER, THE PERFORMANCE
GUARANTOR, ANY ORIGINATOR OR ANY AFFILIATE THEREOF, SHALL BE DISREGARDED AND
DEEMED NOT TO BE OUTSTANDING, EXCEPT THAT, IN DETERMINING WHETHER THE COLLATERAL
AGENT SHALL BE PROTECTED IN RELYING UPON ANY SUCH REQUEST, DEMAND,
AUTHORIZATION, DIRECTION, NOTICE, CONSENT OR WAIVER, ONLY AS LOANS OF
COMMITMENTS WHICH A RESPONSIBLE OFFICER OF THE COLLATERAL AGENT ACTUALLY KNOWS
TO BE SO OWNED SHALL BE SO DISREGARDED. THE REGISTER SHALL BE AVAILABLE FOR
INSPECTION BY THE COMPANY, THE MASTER SERVICER, ANY ORIGINATOR, THE LENDERS AND
THE COLLATERAL AGENT, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF A DULY COMPLETED
TRANSFER AGREEMENT EXECUTED BY AN ASSIGNING LENDER, AND A ACQUIRING LENDER, AN
ADMINISTRATIVE QUESTIONNAIRE COMPLETED IN RESPECT OF THE ACQUIRING LENDER
(UNLESS THE ACQUIRING LENDER SHALL ALREADY BE A LENDER HEREUNDER) AND THE
PROCESSING AND RECORDATION FEE REFERRED TO IN SECTION 37.17(B) ABOVE, (I) THE
ADMINISTRATIVE AGENT AND THE RELATED FUNDING AGENT SHALL ACCEPT SUCH TRANSFER
AGREEMENT, (II) THE ADMINISTRATIVE AGENT SHALL RECORD THE INFORMATION CONTAINED
THEREIN IN THE REGISTER AND (III) THE RELATED FUNDING AGENT SHALL GIVE PROMPT
WRITTEN NOTICE THEREOF TO THE LENDER, THE COMPANY, THE MASTER SERVICER AND THE
COLLATERAL AGENT. NO ASSIGNMENT SHALL BE EFFECTIVE UNLESS