THE ASSIGNEE, AND
(II) IF THE ASSIGNOR HAS RETAINED ANY INTEREST IN THE ASSIGNED FACILITY,
REQUESTS THAT THE ADMINISTRATIVE AGENT EXCHANGE THE ATTACHED PROMISSORY NOTES
FOR A NEW PROMISSORY NOTE OR NOTES PAYABLE TO
THE ASSIGNOR, IN EACH CASE IN AMOUNTS WHICH REFLECT THE ASSIGNMENT BEING MADE
HEREBY (AND AFTER GIVING EFFECT TO ANY OTHER ASSIGNMENTS WHICH HAVE BECOME
EFFECTIVE ON THE EFFECTIVE DATE).
III.
THE ASSIGNEE (A) REPRESENTS AND WARRANTS THAT IT IS LEGALLY
AUTHORIZED TO ENTER INTO THIS ASSIGNMENT AND ACCEPTANCE; (B) CONFIRMS THAT IT
HAS RECEIVED A COPY OF THE CREDIT AGREEMENT, TOGETHER WITH COPIES OF THE
FINANCIAL STATEMENTS DELIVERED PURSUANT TO SUBSECTION 3.04 THEREOF AND SUCH
OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS ASSIGNMENT AND ACCEPTANCE;
(C) AGREES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ASSIGNOR,
THE ADMINISTRATIVE AGENT 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 THE CREDIT AGREEMENT OR
ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR THERETO;
(D) APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS
AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER THE CREDIT
AGREEMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR
THERETO AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF,
TOGETHER WITH SUCH POWERS AS ARE INCIDENTAL THERETO; AND (E) AGREES THAT IT WILL
BE BOUND BY THE PROVISIONS OF THE CREDIT AGREEMENT AND WILL PERFORM IN
ACCORDANCE WITH ITS TERMS ALL THE OBLIGATIONS WHICH BY THE TERMS OF THE CREDIT
AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER INCLUDING, IF IT IS
ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED STATES, ITS
OBLIGATION PURSUANT TO SUBSECTION 2.15(E) OF THE CREDIT AGREEMENT.
IV.
THE EFFECTIVE DATE OF THIS ASSIGNMENT AND ACCEPTANCE SHALL BE THE
EFFECTIVE DATE OF ASSIGNMENT DESCRIBED IN SCHEDULE 1 HERETO (THE "EFFECTIVE
DATE").
FOLLOWING THE EXECUTION OF THIS ASSIGNMENT AND ACCEPTANCE, IT WILL BE
DELIVERED TO THE ADMINISTRATIVE AGENT FOR ACCEPTANCE BY IT AND RECORDING BY THE
ADMINISTRATIVE AGENT PURSUANT TO THE CREDIT AGREEMENT, EFFECTIVE AS OF THE
EFFECTIVE DATE (WHICH SHALL NOT, UNLESS OTHERWISE AGREED TO BY THE
ADMINISTRATIVE AGENT, BE EARLIER THAN FIVE BUSINESS DAYS AFTER THE DATE OF SUCH
ACCEPTANCE AND RECORDING BY THE ADMINISTRATIVE AGENT).
V.
UPON SUCH ACCEPTANCE AND RECORDING, FROM AND AFTER THE EFFECTIVE
DATE, THE ADMINISTRATIVE AGENT SHALL MAKE ALL PAYMENTS IN RESPECT OF THE
ASSIGNED INTEREST (INCLUDING PAYMENTS OF PRINCIPAL, INTEREST, FEES AND OTHER
AMOUNTS) TO THE ASSIGNOR FOR AMOUNTS WHICH HAVE ACCRUED TO THE EFFECTIVE DATE
AND TO THE ASSIGNEE FOR AMOUNTS WHICH HAVE ACCRUED SUBSEQUENT TO THE EFFECTIVE
DATE.
THE ASSIGNOR AND THE ASSIGNEE SHALL MAKE ALL APPROPRIATE ADJUSTMENTS IN
PAYMENTS BY THE ADMINISTRATIVE AGENT FOR PERIODS PRIOR TO THE EFFECTIVE DATE OR
WITH RESPECT TO