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201305318 <br />Agent hereby accepts and assumes such GRANT, SALE, REMISE, CONVEYANCE, <br />CONFIRMATION, ASSIGNMENT, TRANSFER, SETTING OVER, and DELIVERY of the <br />Liens and Security Interests. <br />(b) TO HAVE AND TO HOLD the Liens and Security Interests unto the <br />Successor Agent, as successor Administrative Agent, and its successors and assigns, forever. <br />(c) The parties hereto agree that the foregoing assignment is made without <br />any covenant, representation or warranty of any kind, express or implied or by operation of law. <br />Section 2. Miscellaneous. <br />(a) Each of the parties hereto agrees that this Agreement binds them and their <br />successors and permitted assigns. <br />(b) This Agreement is a Loan Document. <br />(c) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED <br />IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, except to the extent <br />that the assignment of any Liens and Security Interests is mandatorily governed by the laws of <br />the jurisdiction in which the properties subject thereto are located. <br />(d) Each of the parties hereto agrees that this Agreement may be executed in <br />any number of counterparts with the same effect as if all signatories had signed the same <br />document, and all of those counterparts shall be construed together to constitute the same <br />document. <br />[Remainder of Page Intentionally Blank <br />Signature Pages Follow] <br />