NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT
TO THE FINANCIAL CONDITION OF ANY LOAN PARTY OR THE PERFORMANCE OR OBSERVANCE BY
ANY LOAN PARTY OF ANY OF ITS OBLIGATIONS UNDER ANY LOAN DOCUMENT OR ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO; (III) SUCH ASSIGNEE CONFIRMS
THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER WITH COPIES OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.01 AND SUCH OTHER DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO SUCH ASSIGNMENT AND ACCEPTANCE; (IV) SUCH ASSIGNEE WILL,
INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY 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; (V) SUCH ASSIGNEE CONFIRMS THAT IT IS AN
ELIGIBLE ASSIGNEE; (VI) SUCH ASSIGNEE APPOINTS AND AUTHORIZES EACH AGENT TO TAKE
SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND DISCRETION
UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO SUCH AGENT BY THE TERMS HEREOF AND
THEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL
THERETO; AND (VII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH
THEIR TERMS ALL OF THE OBLIGATIONS THAT BY THE TERMS OF THIS AGREEMENT ARE
REQUIRED TO BE PERFORMED BY IT AS A LENDER.
(D)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE (BUT ONLY FOR
THIS PURPOSE) AS THE AGENT OF THE BORROWER, SHALL MAINTAIN AT ITS ADDRESS
REFERRED TO IN SECTION 9.02 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED
TO AND ACCEPTED BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND
ADDRESSES OF THE LENDERS AND THE PRINCIPAL AMOUNT OF THE ADVANCES OWING TO, EACH
LENDER FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR, AND THE
BORROWER, THE AGENTS AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR
ANY AGENT OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(E)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN
ASSIGNING LENDER AND AN ASSIGNEE, TOGETHER WITH ANY NOTE OR NOTES SUBJECT TO
SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL, IF SUCH ASSIGNMENT AND
ACCEPTANCE HAS BEEN COMPLETED AND IS IN SUBSTANTIALLY THE FORM OF EXHIBIT C
HERETO, (I) ACCEPT SUCH ASSIGNMENT AND ACCEPTANCE, (II) RECORD THE INFORMATION
CONTAINED THEREIN IN THE REGISTER AND (III) GIVE PROMPT NOTICE THEREOF AND A
COPY OF SUCH ASSIGNMENT AND ACCEPTANCE TO THE BORROWER AND EACH OTHER AGENT.
IN
THE CASE OF ANY ASSIGNMENT BY A LENDER, WITHIN FIVE BUSINESS DAYS AFTER ITS
RECEIPT OF SUCH NOTICE, THE BORROWER, AT ITS OWN EXPENSE, SHALL EXECUTE