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, 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 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 THE MOST RECENT
FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.1 OR DELIVERED PURSUANT TO
SECTION 7.1, THE INTERCREDITOR AGREEMENT, THE COLLATERAL TRUST AGREEMENT AND
SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS
98
OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO SUCH ASSIGNMENT AND ACCEPTANCE;
(V) SUCH ASSIGNEE WILL INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE AGENT, 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 ADMINISTRATIVE
AGENT AND THE COLLATERAL TRUSTEE TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND
TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AND THE COLLATERAL TRUST AGREEMENT,
RESPECTIVELY, AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL
TRUSTEE, RESPECTIVELY, 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 WHICH BY THE
TERMS OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER AND WILL
BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT OR THE COLLATERAL TRUST AGREEMENT.
THE ADMINISTRATIVE
AGENT SHALL BE ENTITLED TO RELY, WITHOUT ANY INDEPENDENT INVESTIGATION, ON THE
REPRESENTATIONS AND WARRANTIES AND OTHER STATEMENTS DEEMED TO BE MADE BY THE
ASSIGNING LENDER AND THE ASSIGNEE PURSUANT TO THIS SECTION 11.8(B) AND SHALL NOT
INCUR ANY LIABILITY FOR RELYING THEREON.
(C)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS
PURPOSE AS