ASSIGNMENT AND ASSUMPTION; (IV) SUCH PURCHASING
LENDER CONFIRMS THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER WITH
COPIES OF THE MOST RECENT FINANCIAL STATEMENTS DELIVERED PURSUANT TO SECTION 5.1
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
ASSUMPTION; (V) SUCH PURCHASING LENDER 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 AND THE OTHER LOAN DOCUMENTS; (VI) SUCH PURCHASING LENDER
APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS
ADMINISTRATIVE AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE
AGENT BY THE TERMS HEREOF OR THEREOF, TOGETHER WITH SUCH POWERS AS ARE
REASONABLY INCIDENTAL THERETO; AND (VII) SUCH PURCHASING LENDER AGREES THAT IT
WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL THE OBLIGATIONS WHICH BY THE
TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE REQUIRED TO BE
PERFORMED BY IT AS A LENDER INCLUDING, IF IT IS ORGANIZED UNDER THE LAWS OF A
JURISDICTION OUTSIDE THE UNITED STATES, ITS OBLIGATION PURSUANT TO SECTION 2.13
TO DELIVER THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE OF THE UNITED
STATES CERTIFYING AS TO THE PURCHASING LENDER'S EXEMPTION FROM UNITED STATES
WITHHOLDING TAXES WITH RESPECT TO ALL PAYMENTS TO BE MADE TO THE PURCHASING
LENDER UNDER THIS AGREEMENT.
(D)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT ITS OFFICES A COPY OF
EACH ASSIGNMENT AND ASSUMPTION AND THE NAMES AND ADDRESSES OF THE LENDERS, AND
THE COMMITMENTS OF, AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER
PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN
THE REGISTER SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR AND THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY 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.
THE REGISTER SHALL BE AVAILABLE
FOR INSPECTION BY THE BORROWER AND ANY LENDER AT ANY REASONABLE TIME AND FROM
TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF A DULY COMPLETED ASSIGNMENT AND ASSUMPTION
EXECUTED BY AN ASSIGNING LENDER AND A PURCHASING LENDER (AND IN THE CASE OF A
PURCHASING LENDER THAT IS NOT THEN A LENDER OR AN AFFILIATE THEREOF, BY THE
BORROWER (UNLESS AN EVENT OF DEFAULT SHALL THEN EXIST) AND THE ADMINISTRATIVE
AGENT) TOGETHER WITH THE NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT AND THE
PROCESSING AND RECORDATION FEE REFERRED TO IN PARAGRAPH (B) ABOVE, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY (I) ACCEPT SUCH ASSIGNMENT AND ASSUMPTION,
(II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND (III) GIVE
NOTICE THEREOF TO THE LENDERS.
WITHIN FIVE BUSINESS