DISCRETION), (A) SUCH PURCHASING LENDER SHALL BE A PARTY HERETO AND,
TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ASSUMPTION, HAVE
THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT AND (B) THE
ASSIGNING LENDER THEREUNDER SHALL, TO THE EXTENT OF THE INTEREST ASSIGNED BY
SUCH ASSIGNMENT AND ASSUMPTION, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS
AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND ASSUMPTION COVERING ALL OR THE
REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, SUCH LENDER SHALL CEASE TO BE A PARTY
HERETO BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.16, 2.17,
2.18, 2.19, 5.8(C) AND 9.5 (TO THE EXTENT THAT SUCH LENDER'S ENTITLEMENT TO SUCH
BENEFITS AROSE OUT OF SUCH LENDER'S POSITION AS A LENDER PRIOR TO THE APPLICABLE
ASSIGNMENT). TO THE EXTENT THAT AN ASSIGNMENT OF ALL OR ANY PORTION OF A
LENDER'S RIGHTS AND OBLIGATIONS PURSUANT TO THIS SECTION 9.6 WOULD, AT THE TIME
OF SUCH ASSIGNMENT, RESULT IN INCREASED COSTS UNDER SECTION 2.16 OR 2.17
COMPARED TO THOSE BEING CHARGED BY THE ASSIGNING LENDER PRIOR TO SUCH
ASSIGNMENT, THEN THE BORROWERS SHALL NOT BE OBLIGATED TO PAY THE PURCHASING
LENDER SUCH EXCESS INCREASED COSTS (ALTHOUGH THE BORROWERS SHALL BE OBLIGATED TO
PAY ANY OTHER INCREASED COSTS OF THE TYPE DESCRIBED ABOVE RESULTING FROM CHANGES
AFTER THE DATE OF THE ASSIGNMENT).
SUCH ASSIGNMENT AND ASSUMPTION SHALL BE
DEEMED TO
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AMEND THIS AGREEMENT TO THE EXTENT, AND ONLY TO THE EXTENT, NECESSARY TO REFLECT
THE ADDITION OF SUCH PURCHASING LENDER AND THE RESULTING AMOUNTS AND PERCENTAGES
HELD BY THE LENDERS ARISING FROM THE PURCHASE BY SUCH PURCHASING LENDER OF ALL
OR A PORTION OF THE RIGHTS AND OBLIGATIONS OF SUCH ASSIGNING LENDER UNDER THIS
AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS.
NOTWITHSTANDING ANY
PROVISION OF THIS SECTION 9.6, THE CONSENT OF THE COMPANY SHALL NOT BE REQUIRED
FOR ANY ASSIGNMENT WHICH OCCURS AT ANY TIME WHEN AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING.
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT
AND ASSUMPTION, THE ASSIGNING LENDER THEREUNDER AND THE PURCHASING LENDER
THEREUNDER SHALL BE DEEMED TO CONFIRM TO AND AGREE WITH EACH OTHER AND THE OTHER
PARTIES HERETO AS FOLLOWS: (I) SUCH ASSIGNING LENDER WARRANTS THAT IT IS THE
LEGAL AND BENEFICIAL OWNER OF THE INTEREST BEING ASSIGNED THEREBY, FREE AND
CLEAR OF ANY ADVERSE CLAIM AND THAT ITS COMMITMENT AND SWING LINE COMMITMENT, IF
APPLICABLE, AND THE OUTSTANDING BALANCES OF ITS LOANS, WITHOUT GIVING EFFECT TO
ASSIGNMENTS THEREOF WHICH HAVE NOT BECOME EFFECTIVE, ARE AS SET FORTH IN SUCH
ASSIGNMENT AND ASSUMPTION, (II) EXCEPT AS SET FORTH IN (I) ABOVE, SUCH ASSIGNING
LENDER MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH
RESPECT TO ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE IN OR IN
CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR THE EXECUTION,
LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR