IT PURSUANT
TO SUCH ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS RIGHTS AND BE RELEASED FROM
ITS OBLIGATIONS UNDER THIS AGREEMENT (AND IN THE CASE
85
OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OR THE REMAINING PORTION OF AN
ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER
SHALL CEASE TO BE A PARTY HERETO).
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, THE
ASSIGNING LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER CONFIRM TO AND AGREE
WITH EACH OTHER AND THE OTHER PARTIES HERETO AS FOLLOWS:
(I) OTHER THAN AS
PROVIDED IN SUCH ASSIGNMENT AND ACCEPTANCE, 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 EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS,
SUFFICIENCY, OR VALUE OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT FURNISHED
PURSUANT HERETO OR THE ATTACHMENT, PERFECTION, OR PRIORITY OF ANY LIEN GRANTED
BY ANY OBLIGOR TO THE AGENT OR ANY LENDER IN THE COLLATERAL; (II) SUCH ASSIGNING
LENDER MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH
RESPECT TO THE FINANCIAL CONDITION OF ANY OBLIGOR OR THE PERFORMANCE OR
OBSERVANCE BY ANY OBLIGOR OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT FURNISHED PURSUANT HERETO; (III) SUCH ASSIGNEE CONFIRMS THAT
IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER WITH 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; (IV) SUCH ASSIGNEE WILL,
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE 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; (V) SUCH ASSIGNEE APPOINTS AND
AUTHORIZES THE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE
SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO THE AGENT BY THE TERMS
HEREOF, TOGETHER WITH SUCH POWERS, INCLUDING THE DISCRETIONARY RIGHTS AND
INCIDENTAL POWER, AS ARE REASONABLY INCIDENTAL THERETO; AND (VI) SUCH ASSIGNEE
AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE
OBLIGATIONS WHICH BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY
IT AS A LENDER.
(D)
THE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT OF THE
BORROWERS, SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 15.7 A COPY OF
EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER (THE "REGISTER")
FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND THE COMMITMENT
OF, AND PRINCIPAL AMOUNT OF THE TERM LOAN AND ANY STATED INTEREST OWING TO, EACH
LENDER FROM TIME TO TIME.
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, IN
THE ABSENCE OF MANIFEST ERROR, AND THE BORROWERS, THE AGENT AND THE LENDERS
SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF
THE TERM