THE MOST RECENT FINANCIAL STATEMENTS REFERRED
TO IN SECTION 5.1 OR DELIVERED PURSUANT TO SECTION 7.1, THE INTERCREDITOR
AGREEMENT, THE COLLATERAL TRUST AGREEMENT AND SUCH OTHER DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO SUCH ASSIGNMENT AND ACCEPTANCE; (V) SUCH ASSIGNEE WILL
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT, SUCH ASSIGNING
LENDER OR ANY OTHER LENDER AND 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; (VI) SUCH ASSIGNEE APPOINTS
AND AUTHORIZES THE ADMINISTRATIVE AGENT AND THE COLLATERAL TRUSTEE TO TAKE SUCH
ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT
AND THE COLLATERAL TRUST AGREEMENT, RESPECTIVELY, AS ARE DELEGATED TO THE
ADMINISTRATIVE AGENT AND THE COLLATERAL TRUSTEE, RESPECTIVELY, BY THE TERMS
HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL
THERETO; AND (VII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH
THEIR TERMS ALL THE OBLIGATIONS WHICH BY THE TERMS OF THIS AGREEMENT ARE
REQUIRED TO BE PERFORMED BY IT AS A LENDER AND WILL BE BOUND BY AND WILL TAKE NO
ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT OR THE
COLLATERAL TRUST AGREEMENT. THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY,
WITHOUT ANY INDEPENDENT INVESTIGATION, ON THE REPRESENTATIONS AND WARRANTIES AND
OTHER STATEMENTS DEEMED TO BE MADE BY THE ASSIGNING LENDER AND THE ASSIGNEE
PURSUANT TO THIS SECTION 11.8(C) AND SHALL NOT INCUR ANY LIABILITY FOR RELYING
THEREON.
(C)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF
THE COMPANY, SHALL MAINTAIN AT ONE OF ITS OFFICES IN THE CITY OF NEW YORK A COPY
OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT.
UPON ITS RECEIPT OF, AND
CONSENT TO, A DULY COMPLETED ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING
LENDER AND AN ASSIGNEE, AN ADMINISTRATIVE QUESTIONNAIRE COMPLETED IN RESPECT OF
THE ASSIGNEE (UNLESS THE ASSIGNEE SHALL ALREADY BE A LENDER HEREUNDER), THE
PROCESSING AND RECORDATION FEE REFERRED TO IN SECTION 11.8(B) ABOVE, IF
APPLICABLE, AND THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT TO SUCH
ASSIGNMENT AND ANY APPLICABLE TAX FORMS, THE ADMINISTRATIVE AGENT SHALL (I)
ACCEPT SUCH ASSIGNMENT AND
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ACCEPTANCE AND (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER. NO
ASSIGNMENT SHALL BE EFFECTIVE UNLESS IT HAS BEEN RECORDED IN THE REGISTER AS
PROVIDED IN SECTION 11.8(C).
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY
THE COMPANY OR ANY LENDER (WITH RESPECT TO ANY ENTRY RELATING TO SUCH LENDER'S
LOANS) AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL PURPOSE FUNDING VEHICLE (AN
"SPC"), IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME BY THE GRANTING LENDER
TO THE ADMINISTRATIVE AGENT AND THE COMPANY, THE OPTION TO PROVIDE TO THE
COMPANY ALL OR ANY PART OF