MAKE ANY
SUCH ASSIGNMENT AS A RESULT OF A REQUEST BY THE BORROWER PURSUANT TO
SECTION 2.19 UNLESS AND UNTIL SUCH LENDER SHALL HAVE RECEIVED ONE OR MORE
PAYMENTS FROM EITHER ONE OR MORE LOAN PARTIES OR ONE OR MORE ELIGIBLE ASSIGNEES
IN AN AGGREGATE AMOUNT AT LEAST EQUAL TO THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF THE LOANS OWING TO SUCH LENDER, TOGETHER WITH ACCRUED INTEREST THEREON
TO THE DATE OF PAYMENT OF SUCH PRINCIPAL AMOUNT AND ALL OTHER AMOUNTS PAYABLE TO
SUCH LENDER UNDER THIS AGREEMENT.
(J)
BY EXECUTING AND DELIVERING AN
ASSIGNMENT AND ASSUMPTION, EACH LENDER ASSIGNOR THEREUNDER AND EACH ASSIGNEE
THEREUNDER CONFIRM TO AND AGREE WITH EACH OTHER AND THE OTHER PARTIES THERETO
AND HERETO AS FOLLOWS:
(I) OTHER THAN AS PROVIDED IN SUCH ASSIGNMENT AND
ASSUMPTION, 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 ANY LOAN DOCUMENT OR THE
EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE
OF, OR THE PERFECTION OR PRIORITY OF ANY LIEN OR SECURITY INTEREST CREATED OR
PURPORTED TO BE CREATED UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR ANY
OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO; (II) SUCH ASSIGNING
LENDER MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH
RESPECT TO THE FINANCIAL CONDITION OF ANY LOAN PARTY OR THE PERFORMANCE OR
OBSERVANCE BY ANY LOAN PARTY OF ANY OF ITS OBLIGATIONS UNDER ANY LOAN DOCUMENT
OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT THERETO; (III) SUCH
ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER WITH
COPIES OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.01 AND SUCH OTHER
DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT
ANALYSIS AND DECISION TO ENTER INTO SUCH
105
ASSIGNMENT AND ASSUMPTION; (IV) SUCH ASSIGNEE WILL, INDEPENDENTLY AND WITHOUT
RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER 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; (V) SUCH ASSIGNEE CONFIRMS THAT IT IS AN
ELIGIBLE ASSIGNEE; (VI) SUCH ASSIGNEE APPOINTS AND AUTHORIZES THE ADMINISTRATIVE
AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND
DISCRETION UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT
BY THE TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE
REASONABLY INCIDENTAL THERETO; AND (VII) SUCH ASSIGNEE AGREES THAT IT WILL
PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS THAT BY THE TERMS
OF THIS AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER OR THE ISSUING
BANK OR THE SWINGLINE LENDER, AS THE CASE MAY BE.
(K)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ANY LENDER (A "GRANTING LENDER") MAY GRANT TO A SPECIAL
PURPOSE FUNDING VEHICLE IDENTIFIED AS SUCH IN WRITING FROM TIME