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 ANY OTHER LOAN
DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR
THERETO, OR THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS,
SUFFICIENCY OR VALUE OF ANY OF THE FOREGOING, OR THE FINANCIAL CONDITION OF THE
LOAN PARTIES OR THE PERFORMANCE OR OBSERVANCE BY THE LOAN PARTIES OF ANY OF
THEIR OBLIGATIONS UNDER THIS AGREEMENT OR UNDER ANY OTHER LOAN DOCUMENT OR ANY
OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR THERETO; (III) EACH OF
THE ASSIGNEE AND THE ASSIGNOR REPRESENTS AND WARRANTS THAT IT IS LEGALLY
AUTHORIZED TO ENTER INTO SUCH ASSIGNMENT AND ASSUMPTION; (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
ASSUMPTION AND COPIES OF THE MOST RECENT FINANCIAL STATEMENTS DELIVERED PURSUANT
TO SECTION 5.01 AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE TO
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MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO SUCH ASSIGNMENT AND
ASSUMPTION; (V) SUCH ASSIGNEE WILL INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
AGENTS, 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 APPOINTS AND AUTHORIZES THE AGENTS TO TAKE SUCH ACTION AS
AGENTS ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AS ARE DELEGATED TO THEM BY THE TERMS HEREOF AND THEREOF,
TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO; AND (VII) SUCH
ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL THE
OBLIGATIONS THAT BY THE TERMS OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY
IT AS A LENDER.
(F)
(I) ANY LENDER MAY, WITHOUT THE CONSENT OF THE BORROWER, OR THE
ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ONE OR MORE OTHER PERSONS (EACH A
"PARTICIPANT") IN ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND/OR OBLIGATIONS
UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE LOANS
OWING TO IT); PROVIDED THAT (I) SUCH LENDER'S OBLIGATIONS UNDER THIS AGREEMENT
SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE
OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS AND (III) THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE OTHER LENDERS SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT.
ANY AGREEMENT OR INSTRUMENT PURSUANT TO WHICH
A LENDER SELLS SUCH A PARTICIPATION SHALL PROVIDE THAT SUCH LENDER SHALL RETAIN
THE SOLE RIGHT TO ENFORCE THIS AGREEMENT AND TO APPROVE ANY AMENDMENT,
MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT; PROVIDED THAT SUCH
AGREEMENT OR INSTRUMENT MAY PROVIDE THAT SUCH LENDER WILL NOT,