THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY HERETO BUT SHALL
CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.14, 2.16, 2.20 AND 9.05.
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, THE ASSIGNING
LENDER THEREUNDER AND THE ASSIGNEE 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 THE OUTSTANDING BALANCES OF ITS LOANS, IN EACH CASE WITHOUT
GIVING EFFECT TO ASSIGNMENTS THEREOF WHICH HAVE NOT BECOME EFFECTIVE, ARE AS SET
FORTH IN SUCH ASSIGNMENT AND ACCEPTANCE, (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 EXECUTION, LEGALITY,
VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT
HERETO, OR THE FINANCIAL CONDITION OF THE BORROWER OR ANY SUBSIDIARY OR THE
PERFORMANCE OR OBSERVANCE BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO; (III) SUCH ASSIGNEE REPRESENTS
AND WARRANTS THAT IT IS AN ELIGIBLE ASSIGNEE, LEGALLY AUTHORIZED TO ENTER INTO
SUCH ASSIGNMENT AND ACCEPTANCE; (IV) SUCH ASSIGNEE CONFIRMS THAT IT HAS RECEIVED
A COPY OF THIS AGREEMENT, TOGETHER WITH COPIES OF THE MOST RECENT FINANCIAL
STATEMENTS REFERRED TO IN SECTION 3.05(A) OR DELIVERED PURSUANT TO SECTION 5.04,
THE INTERCREDITOR 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, THE COLLATERAL 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 AGREES TO
BE BOUND BY THE TERMS OF THE INTERCREDITOR AGREEMENT; (VII) SUCH ASSIGNEE
APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT AND THE
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COLLATERAL AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH
POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT, RESPECTIVELY, BY THE TERMS HEREOF, TOGETHER WITH SUCH POWERS
AS ARE REASONABLY INCIDENTAL THERETO; AND (VIII) 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.
(D)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF THE
BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN