RECORDS OF THE BORROWER, OR ANY
GUARANTOR, OR (F) ANY MISTAKE, ERROR OF JUDGMENT, OR ACTION TAKEN OR OMITTED TO
BE TAKEN IN CONNECTION WITH THE LOANS OR THE LOAN DOCUMENTS.
1.2.
ASSIGNEE.
THE ASSIGNEE (A) REPRESENTS AND WARRANTS THAT (I) IT
HAS FULL POWER AND AUTHORITY, AND HAS TAKEN ALL ACTION NECESSARY, TO EXECUTE AND
DELIVER THIS ASSIGNMENT AND ASSUMPTION AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND TO BECOME A LENDER UNDER THE CREDIT AGREEMENT, (II) FROM
AND AFTER THE EFFECTIVE DATE, IT SHALL BE BOUND BY THE PROVISIONS OF THE CREDIT
AGREEMENT AS A LENDER THEREUNDER AND, TO THE EXTENT OF THE ASSIGNED INTEREST,
SHALL HAVE THE OBLIGATIONS OF A LENDER THEREUNDER, (III) AGREES THAT ITS PAYMENT
INSTRUCTIONS AND NOTICE INSTRUCTIONS ARE AS SET FORTH IN SCHEDULE 1 TO THIS
ASSIGNMENT AND ASSUMPTION, (IV) CONFIRMS THAT NONE OF THE FUNDS, MONIES, ASSETS
OR OTHER CONSIDERATION BEING USED TO MAKE THE PURCHASE AND ASSUMPTION HEREUNDER
ARE "PLAN ASSETS" AS DEFINED UNDER ERISA AND THAT ITS RIGHTS, BENEFITS AND
INTERESTS IN AND UNDER THE LOAN DOCUMENTS WILL NOT BE "PLAN ASSETS" UNDER ERISA,
(V) AGREES TO INDEMNIFY AND HOLD THE ASSIGNOR HARMLESS AGAINST ALL LOSSES, COSTS
AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) AND
LIABILITIES INCURRED BY THE ASSIGNOR IN CONNECTION WITH OR ARISING IN ANY MANNER
FROM THE ASSIGNEE'S NON-PERFORMANCE OF THE OBLIGATIONS ASSUMED UNDER THIS
ASSIGNMENT AND ASSUMPTION, (VI) IT HAS RECEIVED A COPY OF THE CREDIT AGREEMENT,
TOGETHER WITH COPIES OF FINANCIAL STATEMENTS 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 ASSUMPTION AND TO PURCHASE THE
ASSIGNED INTEREST ON THE BASIS OF WHICH IT HAS MADE SUCH ANALYSIS AND DECISION
INDEPENDENTLY AND WITHOUT RELIANCE ON THE AGENT OR ANY OTHER LENDER, AND
(VII) ATTACHED AS SCHEDULE 1 TO THIS ASSIGNMENT AND ASSUMPTION IS ANY
DOCUMENTATION REQUIRED TO BE DELIVERED BY THE ASSIGNEE WITH RESPECT TO ITS TAX
STATUS PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT, DULY COMPLETED AND
EXECUTED BY THE ASSIGNEE AND (B) AGREES THAT (I) IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE ON THE AGENT, THE ASSIGNOR 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 LOAN DOCUMENTS, AND (II) IT WILL PERFORM IN ACCORDANCE WITH THEIR
TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE LOAN DOCUMENTS ARE
REQUIRED TO BE PERFORMED BY IT AS A LENDER.
2.
PAYMENTS.
THE ASSIGNEE SHALL PAY THE ASSIGNOR, ON THE EFFECTIVE
DATE, THE AMOUNT AGREED TO BY THE ASSIGNOR AND THE ASSIGNEE.
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 BUT EXCLUDING THE
EFFECTIVE DATE AND TO THE ASSIGNEE FOR AMOUNTS