be a party hereto and to the other Financing Agreements and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations
(including, without limitation, the obligation to participate in Letter of
Credit Accommodations) of a Lender hereunder and thereunder and the assigning
Lender shall, to the extent that rights and obligations hereunder have been
assigned by it to an Eligible Transferee pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement.
(d)
By execution and delivery of an Assignment and Acceptance, the assignor
and 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, the assigning Lender makes no
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REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO ANY
STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE IN OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE EXECUTION, LEGALITY,
ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THIS AGREEMENT OR ANY OF
THE OTHER FINANCING AGREEMENTS FURNISHED PURSUANT HERETO, (II) THE ASSIGNING
LENDER MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH
RESPECT TO THE FINANCIAL CONDITION OF ANY BORROWER OR ANY OF ITS SUBSIDIARIES OR
THE PERFORMANCE OR OBSERVANCE BY ANY BORROWER OF ANY OF THE OBLIGATIONS;
(III) SUCH ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT AND
THE OTHER FINANCING AGREEMENTS, TOGETHER WITH SUCH OTHER DOCUMENTS AND
INFORMATION 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 ASSIGNING LENDER, AGENT 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 FINANCING AGREEMENTS, (V) SUCH ASSIGNEE APPOINTS
AND AUTHORIZES AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE
SUCH POWERS UNDER THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS AS ARE
DELEGATED TO AGENT BY THE TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS 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 AND THE OTHER FINANCING AGREEMENTS ARE REQUIRED TO BE
PERFORMED BY IT AS A LENDER.
SUBJECT TO SECTION 13.5 HEREOF, AGENT AND LENDERS
MAY FURNISH ANY INFORMATION CONCERNING ANY BORROWER IN THE POSSESSION OF AGENT
OR ANY LENDER FROM TIME TO TIME TO ASSIGNEES AND PARTICIPANTS.
(e)
Each Lender may sell participations to one or more banks or other entities
in or to all or a portion of its rights and obligations under this Agreement and
the other Financing Agreements (including, without limitation, all or a portion
of its Commitments and the Loans owing to it and its participation in the Letter