ANY OTHER INSTRUMENT OR DOCUMENT
FURNISHED PURSUANT HERETO OR THERETO, OR THE FINANCIAL CONDITION OF THE
BORROWERS OR ANY SUBSIDIARY THEREOF OR THE PERFORMANCE OR OBSERVANCE BY THE
BORROWERS OR ANY SUBSIDIARY THEREOF OF ANY OF ITS OR THEIR OBLIGATIONS UNDER
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT
FURNISHED PURSUANT HERETO OR THERETO; (III) SUCH PURCHASING LENDER REPRESENTS
AND WARRANTS THAT IT IS LEGALLY AUTHORIZED TO ENTER INTO SUCH ASSIGNMENT AND
ASSUMPTION; (IV) SUCH PURCHASING LENDER CONFIRMS THAT IT HAS RECEIVED A COPY OF
THIS AGREEMENT, TOGETHER WITH COPIES OF THE MOST RECENT FINANCIAL STATEMENTS
DELIVERED PURSUANT TO SECTION 5.1 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 PURCHASING LENDER 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 AND THE OTHER LOAN DOCUMENTS;
(VI) SUCH PURCHASING LENDER APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO
TAKE SUCH ACTION AS ADMINISTRATIVE AGENT ON ITS BEHALF AND TO EXERCISE SUCH
POWERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ARE DELEGATED TO THE
ADMINISTRATIVE AGENT BY THE TERMS HEREOF OR THEREOF, TOGETHER WITH SUCH POWERS
AS ARE REASONABLY INCIDENTAL THERETO; AND (VII) SUCH PURCHASING LENDER AGREES
THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL THE OBLIGATIONS WHICH BY
THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE REQUIRED TO BE
PERFORMED BY IT AS A LENDER INCLUDING, IF IT IS ORGANIZED UNDER THE LAWS OF A
JURISDICTION OUTSIDE THE UNITED STATES, ITS OBLIGATION PURSUANT TO SECTION 2.17
TO DELIVER THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE OF THE UNITED
STATES CERTIFYING AS TO THE PURCHASING LENDER'S EXEMPTION FROM UNITED STATES
WITHHOLDING TAXES WITH RESPECT TO ALL PAYMENTS TO BE MADE TO THE PURCHASING
LENDER UNDER THIS AGREEMENT.
(D)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT
ITS OFFICES A COPY OF EACH ASSIGNMENT AND ASSUMPTION AND THE NAMES AND ADDRESSES
OF THE LENDERS, AND THE COMMITMENTS AND SWING LINE COMMITMENT OF, AND PRINCIPAL
AMOUNT OF THE LOANS OWING TO,
89
EACH LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME. SUCH INFORMATION
MAINTAINED BY THE ADMINISTRATIVE AGENT SHALL BE CONCLUSIVE IN THE ABSENCE OF
MANIFEST ERROR AND THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY
TREAT EACH PERSON WHOSE NAME IS RECORDED PURSUANT TO THE TERMS HEREOF AS A
LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT.
(E)
UPON ITS RECEIPT OF A DULY COMPLETED
ASSIGNMENT AND ASSUMPTION EXECUTED BY AN ASSIGNING LENDER AND A PURCHASING
LENDER (AND IN THE CASE OF A PURCHASING LENDER THAT IS NOT THEN A LENDER OR AN
AFFILIATE THEREOF, BY THE COMPANY (TO THE EXTENT REQUIRED ABOVE) AND THE
ADMINISTRATIVE AGENT) TOGETHER WITH THE NOTE