LOANS AND REVOLVING LOANS (AND L/C OBLIGATIONS,
IF ANY), IN EACH CASE WITHOUT GIVING EFFECT TO ASSIGNMENTS THEREOF WHICH HAVE
NOT BECOME EFFECTIVE, ARE AS SET FORTH IN SUCH ASSIGNMENT AND ASSUMPTION;
(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
ANY LOAN PARTY OR THE PERFORMANCE OR OBSERVANCE BY ANY LOAN PARTY 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
ASSUMPTION; (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 5.05 OR DELIVERED PURSUANT TO SECTION 6.01 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 ASSUMPTION; (V) SUCH
ASSIGNEE WILL INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT,
THE COLLATERAL AGENT, THE ARRANGER, SUCH ASSIGNING LENDER OR ANY OTHER LENDER
AND BASED ON SUCH
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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 AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO THE ADMINISTRATIVE
AGENT AND THE COLLATERAL AGENT, RESPECTIVELY, BY THE TERMS HEREOF, 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.
(D)
THE ADMINISTRATIVE AGENT, ACTING FOR THIS PURPOSE AS AN AGENT OF
THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN THE CITY OF NEW YORK A
COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENT OF,
AND PRINCIPAL AMOUNT OF THE LOANS OWING TO, EACH LENDER PURSUANT TO THE TERMS
HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE, ABSENT MANIFEST ERROR, AND THE BORROWER, THE ADMINISTRATIVE AGENT,
THE L/C ISSUER, THE COLLATERAL AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE
NAME IS RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF AS A LENDER
HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE
CONTRARY.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER, THE
L/C