Representations and Agreements of Assignees. Each Assignee: # confirms that it has received a copy of the Receivables Loan Agreement, together with copies of the most recent financial statements delivered pursuant to [Section 5.02(b)] of the Receivables Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the assignments and acceptances contemplated by this Section 2; # agrees that it will, independently and without reliance upon the Administrative Agent, any Managing Agent, the Assignor 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 the Receivables Loan Agreement; # appoints and authorizes the Administrative Agent and the Person specified on [Schedule II] to the Receivables Loan Agreement as amended by this Amendment as the related Managing Agent, as its Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Receivables Loan Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto; # agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Receivables Loan Agreement are required to be performed by it as a Committed Lender, Conduit Lender or Managing Agent, as applicable; # specifies as its address for notices the office set forth beneath its name on [Schedule III] to the Receivables Loan Agreement as amended by this Amendment; and # represents that the assignments and acceptances contemplated by this Section 2 have been duly authorized, executed and delivered by the Assignee pursuant to its corporate or limited liability company powers and constitute the legal, valid and binding obligation of such Assignee.

By executing and delivering an Assignment Agreement, the assigning Lender and the Eligible Assignee thereunder shall be deemed to confirm and agree with each other and the other parties hereto as follows: # the assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that the amount of its commitments, and the outstanding balances of its Loans, in each case without giving effect to any assignment thereof which has not become effective, are as set forth in such Assignment Agreement, # except as set forth in [clause (A) above], the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statement, warranty or representation 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 the Administrative Borrower or any Restricted Subsidiary or the performance or observance by the Administrative Borrower or any Restricted Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; # the assignee represents and warrants that it is not a Disqualified Institution and that it is an Eligible Assignee, legally authorized to enter into such Assignment Agreement; # the assignee confirms that it has received a copy of this Agreement and any Intercreditor Agreement, together with copies of the financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to Section 5.01, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; # the assignee will independently and without reliance upon the Administrative Agent, the assigning Lender or any other Lender and based on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; # the assignee appoints and authorizes the Administrative 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, by the terms hereof, together with such powers