MORE LENDER AFFILIATES BY A LENDER OR BY
TWO OR MORE LENDER AFFILIATES TO A LENDER) , AND (V) THE ASSIGNEE, IF IT SHALL
NOT BE A LENDER, SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN ADMINISTRATIVE
QUESTIONNAIRE; PROVIDED, FURTHER, THAT ANY CONSENT OF THE BORROWER OTHERWISE
REQUIRED UNDER THIS PARAGRAPH SHALL NOT BE REQUIRED IF AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING. SUBJECT TO ACCEPTANCE AND RECORDING PURSUANT TO
PARAGRAPH (E) OF THIS SECTION 9.04, FROM AND AFTER THE EFFECTIVE DATE SPECIFIED
IN EACH ASSIGNMENT AND ACCEPTANCE, WHICH EFFECTIVE DATE SHALL BE AT LEAST FIVE
BUSINESS DAYS AFTER THE EXECUTION THEREOF (UNLESS OTHERWISE DETERMINED BY THE
ADMINISTRATIVE AGENT), (A) THE ASSIGNEE THEREUNDER SHALL BE A PARTY HERETO AND,
TO THE EXTENT OF THE INTEREST ASSIGNED BY SUCH ASSIGNMENT AND ACCEPTANCE, HAVE
THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THIS AGREEMENT, AND (B) THE
ASSIGNING LENDER THEREUNDER SHALL, TO THE EXTENT OF THE INTEREST ASSIGNED BY
SUCH ASSIGNMENT AND ACCEPTANCE, BE RELEASED FROM ITS OBLIGATIONS UNDER THIS
AGREEMENT (AND, IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE COVERING ALL OR THE
REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER 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, 2.16, 2.17 AND 9.05 WITH
RESPECT TO FACTS AND CIRCUMSTANCES OCCURRING PRIOR TO THE EFFECTIVE DATE OF SUCH
ASSIGNMENT, AS WELL AS TO ANY FEES ACCRUED FOR ITS ACCOUNT AND NOT YET PAID).
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT THAT DOES NOT COMPLY WITH THIS PARAGRAPH SHALL BE TREATED FOR PURPOSES
OF THIS AGREEMENT AS A SALE BY SUCH LENDER OF A PARTICIPATION IN SUCH RIGHTS AND
OBLIGATIONS IN ACCORDANCE WITH PARAGRAPH (F) OF THIS SECTION.
(C)
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 AND THAT
ITS COMMITMENT, AND THE OUTSTANDING BALANCES OF ITS LOANS AND PARTICIPATIONS IN
SWINGLINE LOANS, IN EACH CASE WITHOUT GIVING EFFECT TO ASSIGNMENTS THEREOF WHICH
HAVE NOT BECOME EFFECTIVE, ARE AS SET FORTH IN SUCH ASSIGNMENT AND ACCEPTANCE,
(II) EXCEPT AS SET FORTH IN (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 BORROWER OR ANY SUBSIDIARY OR THE PERFORMANCE OR OBSERVANCE BY THE BORROWER
OR ANY SUBSIDIARY OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY OTHER INSTRUMENT