Common use of Assignee Provisions Clause in Contracts

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the Administrative Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (c) agrees with Assignor, the Borrower, the Administrative Agent and the LC Issuing Bank that the Assignee shall (independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) continue to make its own credit decisions in taking or not taking action under the Credit Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent by the terms of the Credit Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Documents applicable to the Lenders in accordance with their respective terms. If the Assignee is not organized under the laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to law, duly executed and completed by it, and to comply from time to time with all laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Documents any United States federal-income Tax at the full rate applicable under the IRC.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee shall (— independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time — continue to make its own credit decisions in taking or not taking action under the Credit Loan Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Loan Documents as are delegated to the Administrative Agent by the terms of the Credit Loan Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Loan Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the ObligationObligations, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Forms W-8BEN, W-8ECI, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Loan Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI Forms W-8BEN, W-8ECI, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawLaw, duly executed and completed by it, and to comply from time to time with all laws Laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Loan Documents any United States federal-income Tax at the full rate applicable under the IRCCode.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, Borrower and the Administrative Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (c) agrees with Assignor, the Borrower, Borrower and the Administrative Agent and the LC Issuing Bank that the Assignee shall (independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) continue to make its own credit decisions in taking or not taking action under the Credit Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent by the terms of the Credit Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Documents applicable to the Lenders in accordance with their respective terms. If the Assignee is not organized under the laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to law, duly executed and completed by it, and to comply from time to time with all laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Documents any United States federal-income Tax at the full rate applicable under the IRC.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee shall (independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) continue to make its own credit decisions in taking or not taking action under the Credit DocumentsDocument, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under the Credit Documents Document as are delegated to the Administrative Agent by the terms of the Credit Documents Document and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Documents Document applicable to the Lenders in accordance with their respective terms. If the Assignee is not organized under the laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Form 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit DocumentsDocument, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to law, duly executed and completed by it, and to comply from time to time with all laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Documents Document any United States federal-income Tax at the full rate applicable under the IRC.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the ------------------- Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement and each other Loan Document to which it will become a party, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee shall (-- independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time -- continue to make its own credit decisions in taking or not taking action under the Credit Loan Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Loan Documents as are delegated to the Administrative Agent by the terms of the Credit Loan Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Loan Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly Amended Exhibit F ----------------- completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Form 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Loan Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawLaw, duly executed and completed by it, and to comply from time to time with all laws Laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Loan Documents any United States federal-income Tax at the full rate applicable under the IRC.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee shall (— independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time — continue to make its own credit decisions in taking or not taking action under the Credit Loan Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Loan Documents as are delegated to the Administrative Agent by the terms of the Credit Loan Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Loan Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the ObligationObligations, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Forms W-8BEN, W-8ECI, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Loan Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI Forms W-8BEN, W-8ECI, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawLaw, duly executed and completed by it, and to comply from time to time with all laws Laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Loan Documents any United States federal-income Tax at the full rate applicable under the IRCCode.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the ------------------- Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement and each other Loan Document to which it will become a party, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee shall (-- independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time -- continue to make its own credit decisions in taking or not taking action under the Credit Loan Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Loan Documents as are delegated to the Administrative Agent by the terms of the Credit Loan Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Loan Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Form 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Loan Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawLaw, duly executed and completed by it, and to comply from time to time with all laws Laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Loan Documents any United States federal-income Tax at the full rate applicable under the IRC.

Assignee Provisions. The Assignee (a) represents and warrants to the ------------------- Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement and each other Loan Document to which it will become a party, (b) confirms that it has received a copy of the Credit Loan Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee shall (-- independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time -- continue to make its own credit decisions in taking or not taking action under the Credit Loan Documents, (d) appoints and authorizes the Administrative Agent to take such action EXHIBIT F-2 ----------- as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Loan Documents as are delegated to the Administrative Agent by the terms of the Credit Loan Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Loan Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Form 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Loan Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawLaw, duly executed and completed by it, and to comply from time to time with all laws Laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Loan Documents any United States federal-income Tax at the full rate applicable under the IRC.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Parent, each Co-Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement and each other Credit Document to which it will become a party, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Parent, each Co-Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee shall (-- independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time -- continue to make its own credit decisions in taking or not taking action under the Credit Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent by the terms of the Credit Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Parent, each Co-Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, Parent, and the each Co-Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, Parent or the any Co-Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent Agent, Parent, and the each Co-Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Form 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Documents, (ii) covenants to provide the Administrative Agent Agent, and the each Co-Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawany applicable Governmental Requirements, duly executed and completed by it, and to comply from time to time with all laws Governmental Requirements with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the each Co-Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the each Co-Borrower (without duplication) may deduct and withhold from interest payments under the Credit Documents any United States federal-income Tax at the full rate applicable under the IRC.. Exhibit F

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee shall (-- independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time -- continue to make its own credit decisions in taking or not taking action under the Credit Loan Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Loan Documents as are delegated to the Administrative Agent by the terms of the Credit Loan Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Loan Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the ObligationObligations, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI FORM 4224, FORM 1001, FORM W-8, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Loan Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI FORM 4224, FORM 1001, FORM W-8, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawLaw, duly executed and completed by it, and to comply from time to time with all laws Laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Loan Documents any United States federal-income Tax at the full rate applicable under the IRCCode.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement and each other Credit Document to which it will become a party, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee shall (-- independently and without reliance upon the Administrative Agent, the Assignor, or of any other Lender and based on such documents and information as the Assignee deems appropriate at the time) Lime -- continue to make its own credit decisions in taking or not taking action under the Credit Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent by the terms of the Credit Documents and all other reasonably-incidental reasonably -incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Governmental Requirements of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, Agent and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI FORM 4224, FORM 1001, FORM W-8, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the tile Credit Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI FORM 4224, FORM 1001, FORM W-8, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawapplicable Governmental Requirements, duly executed and completed by it, it and to comply from time to time with all laws Governmental Requirements with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, tha4 if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Documents any United States federal-income Tax at the full rate applicable under the IRC.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the and Administrative Agent and the LC Issuing Bank that the Assignee shall (-- independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time -- continue to make its own credit decisions in taking or not taking action under the Credit Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent by the terms of the Credit Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Governmental Requirements of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Form 4224, Form 1001, Form W-8, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI 4224, Form 1001, Form W-8, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawapplicable Governmental Requirements, duly executed and completed by it, and to comply from time to time with all laws applicable Governmental Requirements with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Documents any United States federal-income Tax at the full rate applicable under the IRCUCC.

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreementagreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreementagreement, (c) agrees with Assignor, the Borrower, the Administrative and Agent and the LC Issuing Bank that the Assignee shall (-- independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) time -- continue to make its own credit decisions in taking or not taking action under the Credit Loan Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers under the Credit Loan Documents as are delegated to the Administrative Agent by the terms of the Credit Loan Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower Borrower, and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Loan Documents applicable to the Lenders in accordance with their respective terms. If the , and (f) if Assignee is not organized under the laws Laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the ObligationObligations, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI Forms W-8BEN, W-8ECI, or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Loan Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI Forms W-8BEN, W-8ECI, or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to lawLaw, duly executed and completed by it, and to comply from time to time with all laws Laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any of the foregoing is not true or the applicable forms are not provided, then the Administrative Agent and the Borrower (without duplication) may deduct and withhold from interest payments under the Credit Loan Documents any United States federal-income Tax at the full rate applicable under the IRCCode.