ACCRUED FOR ITS ACCOUNT HEREUNDER AND
NOT YET PAID)).
NOTWITHSTANDING THE FOREGOING, ANY LENDER OR ISSUING LENDER
ASSIGNING ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT MAY MAINTAIN ANY
COMPETITIVE LOANS OR LETTERS OF CREDIT MADE OR ISSUED BY IT OUTSTANDING AT SUCH
TIME, AND IN SUCH CASE SHALL RETAIN ITS RIGHTS HEREUNDER IN RESPECT OF ANY LOANS
OR LETTERS OF CREDIT SO MAINTAINED UNTIL SUCH LOANS OR LETTERS OF CREDIT HAVE
BEEN REPAID OR TERMINATED IN ACCORDANCE WITH THIS AGREEMENT.
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, 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 CREATED
BY SUCH ASSIGNING LENDER, (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 OR ANY OTHER INSTRUMENT OR DOCUMENT
FURNISHED PURSUANT HERETO, OR THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY,
GENUINENESS, SUFFICIENCY OR VALUE OF THIS AGREEMENT OR ANY OTHER INSTRUMENT OR
DOCUMENT FURNISHED PURSUANT HERETO OR THE FINANCIAL CONDITION OF CBS OR ANY OF
ITS SUBSIDIARIES OR THE PERFORMANCE OR OBSERVANCE BY CBS OR ANY OF ITS
SUBSIDIARIES OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT 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
ACCEPTANCE; (IV) SUCH ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A COPY OF THIS
AGREEMENT, TOGETHER WITH COPIES OF THE MOST RECENT FINANCIAL STATEMENTS
DELIVERED PURSUANT TO SECTIONS 3.2 AND 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 ACCEPTANCE; (V) SUCH ASSIGNEE WILL
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT, SUCH ASSIGNING
LENDER OR ANY OTHER AGENT OR 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; (VI) SUCH
ASSIGNEE APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH
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ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT
AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT 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 AGENT OF EACH
BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN THE CITY OF NEW YORK A COPY OF
EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER