NO REPRESENTATION OR
WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO ANY STATEMENTS,
WARRANTIES OR REPRESENTATIONS MADE IN OR IN CONNECTION WITH THE LOAN DOCUMENTS
OR THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY
OR VALUE OF THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED
PURSUANT THERETO; AND (C) MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO
RESPONSIBILITY WITH RESPECT TO THE FINANCIAL CONDITION OF BORROWER OR THE
PERFORMANCE OR OBSERVANCE BY BORROWER OF ANY OF ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO.
20.
THE ASSIGNEE (A) CONFIRMS THAT IT HAS RECEIVED COPIES OF THE LOAN AGREEMENT
AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH COPIES OF THE FINANCIAL STATEMENTS
REFERRED TO THEREIN AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE
89
TO MAKE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS ASSIGNMENT
AGREEMENT; (B) AGREES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE, 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; (C) CONFIRMS THAT IT IS
ELIGIBLE AS AN ASSIGNEE UNDER THE TERMS OF THE LOAN AGREEMENT; (D) APPOINTS AND
AUTHORIZES THE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE
SUCH POWERS UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO AGENT BY THE TERMS
THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO;
(E) AGREES THAT 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 [AND (F) ATTACHES THE FORMS PRESCRIBED BY THE
INTERNAL REVENUE SERVICE OF THE UNITED STATES CERTIFYING AS TO THE ASSIGNEE'S
STATUS FOR PURPOSES OF DETERMINING EXEMPTION FROM UNITED STATES WITHHOLDING
TAXES WITH RESPECT TO ALL PAYMENTS TO BE MADE TO THE ASSIGNEE UNDER THE LOAN
AGREEMENT OR SUCH OTHER DOCUMENTS AS ARE NECESSARY TO INDICATE THAT ALL SUCH
PAYMENTS ARE SUBJECT TO SUCH RATES AT A RATE REDUCED BY AN APPLICABLE TAX
TREATY.]
21.
FOLLOWING THE EXECUTION OF THIS ASSIGNMENT AGREEMENT BY THE ASSIGNOR AND
ASSIGNEE, IT WILL BE DELIVERED BY THE ASSIGNOR TO THE AGENT FOR RECORDING BY THE
AGENT.
THE EFFECTIVE DATE OF THIS ASSIGNMENT (THE "SETTLEMENT DATE") SHALL BE
THE LATER OF (A) THE DATE OF THE EXECUTION HEREOF BY THE ASSIGNOR AND THE
ASSIGNEE, THE PAYMENT BY ASSIGNOR OR ASSIGNEE TO AGENT FOR AGENT'S SOLE AND
SEPARATE ACCOUNT A PROCESSING FEE IN THE AMOUNT OF $5,000, AND THE RECEIPT OF
ANY REQUIRED CONSENT OF THE AGENT, AND (B) THE DATE SPECIFIED IN ITEM 5 OF
ANNEX I.
22.
UPON RECORDING BY THE AGENT, AS OF THE SETTLEMENT DATE (A) THE ASSIGNEE
SHALL BE A PARTY TO THE LOAN AGREEMENT AND, TO THE EXTENT OF THE INTEREST
ASSIGNED PURSUANT TO THIS ASSIGNMENT AGREEMENT, HAVE THE RIGHTS AND OBLIGATIONS
OF A LENDER THEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, AND (B) THE ASSIGNOR
SHALL, TO