Common use of The Assignee Clause in Contracts

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 of the Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00), (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Agreement and the other Loan Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms].

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 7.1 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding formsforms described in Section 2.17(d) of the Credit Agreement].

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 of the Loan Agreement Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iiiii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Agreement, (iviii) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (viv) appoints and authorizes the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement and the other Loan DocumentsDocuments and any other instruments and agreements referred to therein, and to exercise such powers and to perform such dutiesduties thereunder, as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers and duties as are reasonably incidental thereto, and (viv) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Agreement are required to be performed by it as a Lender. , [To and] (vi) specifies as its address for payments and notices the office set forth beneath its name on its signature page hereto [, and (vii) to the extent legally entitled to do so, attaches the Assignee will deliver to forms described in SECTION 2.12(C) of the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms].Loan Agreement]./1/

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Amended and Restated Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 SECTION 6.1 of the Loan Amended and Restated Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Amended and Restated Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Amended and Restated Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Amended and Restated Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms].

The Assignee. The Assignee (i) represents and warrants that it is ------------ legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 6.1 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative AgentAgents, 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding forms].forms described in Section 2.17(d) of the Credit Agreement]./1/

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 Sections 5.1 and 5.2 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Credit Agreement and the other Loan Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding forms].forms described in Section 2.17(d) of the Credit Agreement].1

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 of the Loan Agreement Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (ii) represents that (A) it has the full power and authority and has taken all action necessary to execute, deliver and perform its obligations -108- 114 under this Assignment and Acceptance and all other instruments incident hereto and (B) this Assignment and Acceptance constitutes the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00), (v) appoints and authorizes the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers and discretion under the Loan Credit Agreement and the other Loan DocumentsDocuments and any other instruments and agreements referred to therein, and to exercise such powers and to perform such dutiesduties thereunder, as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers and duties as are reasonably incidental thereto, and (viv) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To , and (vi) specifies as its address for payments and notices the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms]office set forth on Annex I hereto.

The Assignee. The Assignee (i) represents and warrants that it is legally ------------ authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 SECTION 6.1 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding formsforms described in SECTION 2.17(D) of the Credit Agreement].

The Assignee. The Assignee Assignee: (ia) represents agrees that, other than as provided in SECTION 4 above, the assignment and warrants that it is legally authorized assumption hereunder are made without recourse to enter into this Assignment and Acceptance, the Assignor; (iib) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 of the Loan Agreement Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, Agreement; (iiic) agrees that it will, independently and without reliance upon the Administrative 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 Loan Agreement, ; (ivd) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars an Affiliate of the Assignor; ($500,000,000.00), (ve) appoints and authorizes the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement and Agreement, the other Loan DocumentsDocuments and any other instruments and agreements referred to therein, and to exercise such powers and to perform such dutiesduties thereunder, as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers and duties as are reasonably incidental thereto; (f) acknowledges and agrees to the terms and provisions of the Loan Agreement, including specifically, but without limitation, the provisions of ARTICLES XI and XII thereof, and (vi) agrees that it will become a party to the Loan Agreement on the Effective Date and perform in accordance with their respective its terms all of the obligations that by the terms of the Loan Agreement are required to be performed by it as a Lender. [To ; and (g) specifies as its address for payments and notices the extent legally entitled to do so, office set forth beneath its name on the Assignee will deliver to the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms]signature page hereof.

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 SECTIONS 5.1 and 5.2 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent Administrative Agent on its behalf under the Loan Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding forms].forms described in SECTION 2.16(D) of the Credit Agreement].1

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a ------------ copy of the Loan Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 of the Loan Agreement Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iiiii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Agreement, (iviii) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (viv) appoints and authorizes the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement and the other Loan DocumentsDocuments and any other instruments and agreements referred to therein, and to exercise such powers and to perform such dutiesduties thereunder, as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with thereof and such other powers and duties as are reasonably incidental thereto, and (viv) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Agreement are required to be performed by it as a Lender. , [To and] (vi) specifies as its address for payments and notices the office set forth beneath its name on its signature page hereto [, and (vii) to the extent legally entitled to do so, attaches the Assignee will deliver to forms described in SECTION 2.12(C) of the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms].Loan Agreement]./2/

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 of the Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00), (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Agreement and the other Loan Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms].forms].2

The Assignee. The Assignee (i) represents and warrants that it is ------------ legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 SECTION 6.1 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding forms].forms described in SECTION 2.17(d) of the Credit Agreement]./1/

The Assignee. The Assignee (i) represents and warrants that it is ------------ legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 SECTION 5.1 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding forms].forms described in SECTION 2.15(D) of the Credit Agreement]./3/

The Assignee. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 Sections 6.1 and 6.2 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding forms].forms described in Section 2.17(d) of the Credit Agreement].1

The Assignee. The Assignee (i) represents and warrants that it is ------------ legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Credit Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 5.1 of the Loan Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative 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 Loan Credit Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Credit Agreement and the other Loan Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Credit Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by to be delivered under the Administrative AgentCredit Agreement, duly completed and executed originals of any and all the applicable tax withholding forms].forms described in Section 2.15(d) of the Credit Agreement]./1/

The Assignee. The Assignee (i) represents and warrants that it is ------------ legally authorized to enter into this Assignment and Acceptance, (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the financial statements most recently required to have been delivered under Section 6.3 of the Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance, (iii) agrees that it will, independently and without reliance upon the Administrative any 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 Loan Agreement, (iv) confirms that it is an Eligible Assignee or commercial bank, in either case whose total assets exceed Five Hundred Million and No/100 Dollars ($500,000,000.00)Assignee, (v) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf under the Loan Agreement and the other Loan Documents, and to exercise such powers and to perform such duties, as are specifically delegated to the Administrative Agent by the terms thereof, together with such other powers and duties as are reasonably incidental thereto, and (vi) agrees that it will perform in accordance with their respective terms all of the obligations that by the terms of the Loan Agreement are required to be performed by it as a Lender. [To the extent legally entitled to do so, the Assignee will deliver to the Administrative Agent, as and when required by the Administrative Agent, duly completed and executed originals of any and all applicable tax withholding forms].forms]./1/