THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY
HERETO, BUT SHALL CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.14,
2.15, 2.19 AND 11.05, AS WELL AS TO ANY FEES ACCRUED FOR ITS ACCOUNT AND NOT YET
PAID).
(C)
IN THE CASE OF ANY ASSIGNMENT PURSUANT TO PARAGRAPH (B) ABOVE BY A DEPOSIT
FUNDED LENDER, THE ADMINISTRATIVE AGENT SHALL GIVE PROMPT NOTICE OF
EFFECTIVENESS THEREOF TO THE DEPOSIT ACCOUNT AGENT.
THE DEPOSIT OF THE ASSIGNOR
DEPOSIT FUNDED LENDER SHALL NOT BE RELEASED, BUT SHALL INSTEAD BE PURCHASED BY
THE RELEVANT ASSIGNEE AND CONTINUE TO BE HELD FOR APPLICATION (TO THE EXTENT NOT
ALREADY APPLIED) IN ACCORDANCE WITH THIS AGREEMENT TO SATISFY SUCH ASSIGNEE'S
OBLIGATIONS IN RESPECT OF DEPOSIT FUNDED LOANS AND THE DEPOSIT FUNDED LC
EXPOSURE.
EACH DEPOSIT FUNDED LENDER AGREES THAT IMMEDIATELY PRIOR TO EACH
ASSIGNMENT (I) THE ADMINISTRATIVE AGENT SHALL ESTABLISH A NEW SUB-ACCOUNT IN THE
NAME OF THE ASSIGNEE, (II) A CORRESPONDING PORTION OF THE DEPOSIT CREDITED TO
THE SUB-ACCOUNT OF THE ASSIGNOR DEPOSIT FUNDED LENDER SHALL BE PURCHASED BY THE
ASSIGNEE AND SHALL BE DEBITED FROM THE ASSIGNOR'S SUB-ACCOUNT AND CREDITED TO
THE ASSIGNEE'S SUB-ACCOUNT AND (III) IF AFTER GIVING EFFECT TO SUCH ASSIGNMENT
THE DEPOSIT FUNDED COMMITMENT OF THE ASSIGNOR DEPOSIT FUNDED LENDER SHALL BE
ZERO, THE ADMINISTRATIVE AGENT SHALL CLOSE THE SUB-ACCOUNT OF SUCH ASSIGNOR
LENDER.
(D)
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;
(II) EXCEPT AS SET FORTH IN CLAUSE (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 LOAN PARTIES OR THE PERFORMANCE OR OBSERVANCE BY THE LOAN PARTIES OF ANY OF
THEIR OBLIGATIONS UNDER THIS
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AGREEMENT OR UNDER ANY OTHER LOAN DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT
FURNISHED PURSUANT HERETO; (III) SUCH ASSIGNEE REPRESENTS AND WARRANTS THAT IT
IS 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 ANY AMENDMENTS OR CONSENTS ENTERED INTO PRIOR TO THE DATE OF SUCH
ASSIGNMENT AND ACCEPTANCE AND COPIES OF THE MOST RECENT FINANCIAL STATEMENTS
DELIVERED PURSUANT TO SECTION 6.04 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 ANY AGENT, ANY FACING AGENT, SUCH ASSIGNING LENDER OR ANY
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