UNREASONABLY WITHHELD, CONDITIONED OR DELAYED; PROVIDED, HOWEVER,
THAT SO LONG AS AN EVENT OF DEFAULT EXISTS NO SUCH APPROVAL PURSUANT TO THIS
CLAUSE (II) SHALL BE REQUIRED.
(B)
THE ASSIGNING LENDER WILL GIVE NOTICE OF SUCH ASSIGNMENT TO
THE AGENT, AND THE AGENT WILL GIVE NOTICE OF SUCH ASSIGNMENT TO THE OTHER
LENDERS AND BORROWER. UPON THE EFFECTIVENESS OF ANY SUCH ASSIGNMENT (AND AFTER
NOTICE TO, AND (TO THE EXTENT REQUIRED PURSUANT TO THE TERMS HEREOF), WITH THE
CONSENT OF THE REQUIRED LENDERS, IF APPLICABLE) THE ASSIGNEE SHALL BECOME A
"LENDER" FOR ALL PURPOSES OF THIS AGREEMENT AND TO LOAN DOCUMENTS AND, TO THE
EXTENT OF SUCH ASSIGNMENT, THE ASSIGNING LENDER SHALL BE RELIEVED OF ITS
OBLIGATIONS HEREUNDER TO THE EXTENT OF THE LOANS BEING ASSIGNED, AND IN
CONNECTION THEREWITH, THE AGENT IS AUTHORIZED TO AMEND SCHEDULE D OF THIS
AGREEMENT (IF NECESSARY) TO REFLECT THE FACILITY A COMMITMENTS OF EACH OF THE
LENDERS TO TAKE INTO ACCOUNT SUCH ASSIGNMENT. IN CONNECTION WITH SUCH
ASSIGNMENT, THE AGENT AGREES UPON NOTICE OF SUCH ASSIGNMENT AND THE SURRENDER OF
THE APPROPRIATE NOTE TO THE AGENT BY THE ASSIGNING LENDER, IT WILL PROMPTLY
CAUSE BORROWER TO PROVIDE TO THE ASSIGNING LENDER AND TO THE ASSIGNEE SEPARATE
PROMISSORY NOTES IN THE AMOUNT OF THEIR RESPECTIVE INTERESTS SUBSTANTIALLY IN
THE FORM OF THE ORIGINAL NOTE BEING ASSIGNED (BUT WITH NOTATION THEREON THAT IT
IS GIVEN IN SUBSTITUTION FOR AND REPLACEMENT OF THE ORIGINAL NOTE OR ANY
REPLACEMENT NOTES THEREOF). BY EXECUTING AND DELIVERING AN ASSIGNMENT AND
ASSUMPTION AGREEMENT IN ACCORDANCE WITH THIS SECTION 17.4(B), 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; (II) EXCEPT
AS SET FORTH IN CLAUSE (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, ANY
OF THE OTHER LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED
PURSUANT HERETO OR THERETO, OR THE EXECUTION, LEGALITY, VALIDITY,
ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THIS
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Agreement, any of the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto or the financial condition of the Borrower
or the performance or observance by the Borrower of any of its obligations under
the Loan Documents or any other instrument or document furnished pursuant hereto
or thereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such assignment agreement; (iv) such assignee confirms
that it has received a copy of this Agreement, the other Loan Documents and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such assignment agreement; (v) such
assignee will independently and without reliance upon