MADE IN OR IN CONNECTION WITH THIS AGREEMENT OR
THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR
VALUE OF THIS AGREEMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT
HERETO; (II) SUCH ASSIGNING LENDER MAKES NO REPRESENTATION OR WARRANTY AND
ASSUMES NO RESPONSIBILITY WITH RESPECT TO THE FINANCIAL CONDITION OF THE
BORROWER OR THE PERFORMANCE OR OBSERVANCE BY THE BORROWER OF ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED
PURSUANT HERETO; (III) SUCH ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A COPY OF
THIS AGREEMENT, TOGETHER WITH COPIES OF THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 4.01 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; (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 CONFIRMS THAT IT IS AN ELIGIBLE ASSIGNEE;
(VI) SUCH ASSIGNEE APPOINTS AND AUTHORIZES THE AGENT TO TAKE SUCH ACTION AS
AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER THIS
AGREEMENT AS ARE DELEGATED TO THE AGENT BY THE TERMS HEREOF, TOGETHER WITH SUCH
POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO; AND (VII) SUCH
ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE
OBLIGATIONS THAT BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY
IT AS A LENDER.
(C)
THE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 8.02 A COPY
OF EACH ASSUMPTION AGREEMENT AND EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO AND
ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF
THE LENDERS AND THE COMMITMENT OF, AND PRINCIPAL AMOUNT OF THE ADVANCES OWING
TO, EACH LENDER FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER
SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE
BORROWER, THE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED
IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY LENDER AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
(D)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING
LENDER AND AN ASSIGNEE REPRESENTING THAT IT IS AN ELIGIBLE ASSIGNEE, TOGETHER
WITH ANY NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT, THE AGENT SHALL, IF SUCH
ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF
EXHIBIT C HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE
INFORMATION CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE
THEREOF TO THE BORROWER.
WITHIN FIVE BUSINESS DAYS AFTER ITS RECEIPT OF SUCH
NOTICE, THE BORROWER, AT ITS OWN EXPENSE,