Common use of Assignee’s Representations Clause in Contracts

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; and (f) makes attaches hereto the representation and warranty set forth in form(s) required to be delivered by it pursuant to Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) 2.12 of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; [and] (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank[; and (f) makes attaches hereto the representation and warranty set forth in forms required to be delivered by it pursuant to Section 8.12 2.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement].

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; , (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; , (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; , (d) appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms thereof, together with such powers as are reasonably incidental thereto; , and (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b2.13(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b2.13(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent Agent, or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; and (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver attaches hereto the forms required to be delivered by it pursuant to Section 2.12(b) 2.11 of the Credit Agreement.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.01 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Operations Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it meets the criteria of an eligible assignee set forth in subsection 15.07(c) of the Credit Agreement; (v) appoints and authorizes the Administrative Operations Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Operations Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment Agreement and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b2.13(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b2.13(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and AcceptanceAgreement, (iiB) the execution, delivery and performance of this Assignment and Acceptance Agreement do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and AcceptanceAgreement, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.1(i) and (ii) thereof 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 AcceptanceAgreement; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees represents and warrants that as of the date hereof, it will perform in accordance with their terms all the obligations which by the terms is not entitled to any additional amounts payable under Section 2.7 of the Credit Agreement are required and as of the date hereof, no Tax would be imposed upon any amounts payable to it hereunder; (vii) agrees to be performed bound by it as a Bank; (f) makes the representation and warranty set forth in provisions of Section 8.12 8 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.[and]

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 Sections 7.4 and 8.4 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a BankLender; (fvii) makes acknowledges that it has made arrangements with the representation and warranty set forth Assignor satisfactory to the Assignee with respect to its PRO RATA share of Letter of Credit Fees in Section 8.12 respect of the Credit Agreementoutstanding Letters of Credit; and (gviii) to acknowledges that it has complied with the extent required by provisions of the second sentence of Section 2.12(b) 15 of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreementextent applicable.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment Agreement and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance 66 with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative any Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Operations Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Operations Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Operations Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 Sections 7.4 and 8.4 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) represents and warrants that it is an Eligible Assignee; (e) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ef) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent Agent, or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; [and] (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank[; and (f) makes attaches hereto the representation and warranty set forth in forms required to be delivered by it pursuant to Section 8.12 2.11 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement].

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an eligible assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit AgreementLender; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its PRO RATA share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred 133 -3- prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 ss.ss.8.4 and 9.4 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit AgreementLender; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent Agent, or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; [and] (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank[ ; and (f) makes attaches hereto the representation and warranty set forth in forms required to be delivered by it pursuant to Section 8.12 2.11 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement].

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws, [and (D) if this Assignment and Acceptance relates to any of the Canadian Commitments, the Canadian Loans, the Bankers' Acceptances, or the Canadian Letters of Credit, that such Assignee is an Eligible Canadian Assignee]; (bii) confirms that it has received a copy of the Credit AgreementAgreement and each of the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof Sections 7.4 and 8.4 of the 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent Agents, the Bank Agents or any other Bank 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 Credit AgreementAgreement and the other Loan Documents; (div) appoints and authorizes the Administrative Agent Agents and the Bank Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents and the Bank Agents by the terms thereof, together with such powers as are reasonably incidental thereto; (ev) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (fvi) makes acknowledges that it has made arrangements with the representation Assignor satisfactory to the Assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit [and warranty set forth BA Discount Proceeds in Section 8.12 respect of the Credit Agreementoutstanding Bankers' Acceptances]; and (gvii) agrees to the extent required treat in confidence any information obtained by Section 2.12(b) of it pursuant to the Credit Agreement unless such information otherwise becomes public knowledge and agrees not to deliver the forms disclose such information to a third party except as required by Section 2.12(blaw or legal process. ----------------------------- (1) of the Credit AgreementElect applicable option.

Assignee’s Representations. The Assignee (a) represents and warrants --------------------------- that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-by- laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 (S)(S)8.4 and 9.4 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) represents and warrants that it is an Eligible Assignee; (e) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ef) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement[; and (g) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) -3- Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in --- ---- respect of the Credit Agreementoutstanding Letters of Credit].

Assignee’s Representations. The Assignee (a1) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws bylaws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b11) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.2 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof the terms 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Loan Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Loan Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee Each of the Assignees (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the such Assignee, or of any agreement binding on the such Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the such Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 ss.ss.8.4 and 9.4 thereof 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; (c) agrees that it will, independently and without reliance upon either of the AssignorAssignors, the Administrative Agent or any other Bank 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 Credit Agreement; (d) represents and warrants that it is an Eligible Assignee; (e) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ef) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation . In addition, each of Deutsche and warranty set forth Paribas acknowledges that it has made arrangements with FNBB satisfactory to each of Deutsche and Paribas with respect to its pro rata share of Letter of Credit Fees in Section 8.12 respect of the Credit Agreement; and (g) to the extent required by Section 2.12(b) outstanding Letters of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit AgreementCredit.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof thereto 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) represents and warrants that it is an Eligible Assignee; (e) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ef) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof thereto 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and AcceptanceAssumption Agreement, (iiB) the execution, delivery and performance of this Assignment and Acceptance Assumption Agreement do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and AcceptanceAssumption Agreement, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 ss.ss.6.4 and 7.4 thereof and such other documents and And information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and AcceptanceAssumption Agreement; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank Lenders 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit AgreementLender; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 §7.4 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit, if any.

Assignee’s Representations. The Assignee (ai) represents and warrants that (ia) it is duly and legally authorized to enter into this Assignment and Acceptance, (iib) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiic) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Line Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.8 and 9.5 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Line Agreement; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Line Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ev) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Line Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; , (bii) confirms that it has received a copy of the Credit AgreementAgreement and each of the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof §§6.4 and 7.4 of the 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent Agent, or any other Bank and based on such documents and information as it shall deem appropriate at eat the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementAgreement and the other Loan Documents; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ev) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (gvi) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; , (bii) confirms that it has received a copy of the Credit AgreementLoan Agreement and each of the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof Sections 7.4 and 8.4 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent Agent, or any other Bank and based on such documents ---------- (1) Elect applicable option (unless a Term Note is requested). 107 -3- 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 Credit AgreementLoan Agreement and the other Loan Documents; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ev) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Loan Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (gvi) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Purchase Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 Sections 8.4 and 9.4 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Purchase Agreement; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Purchase Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ev) agrees that it will perform in accordance with their terms all the obligations which by 288 the terms of the Credit Purchase Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit AgreementLender.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 Section 8.4 and 9.4 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) represents and warrants that it is an Eligible Assignee; (e) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ef) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee hereby represents and warrants to the Assignor as of the Effective Time that: (a) represents Assignee has full power and warrants that authority to enter into and perform this Agreement, and such transaction and this Agreement and the documents to be executed and delivered in connection herewith (i) it is have been duly and legally authorized to enter into this Assignment and Acceptanceby Assignee, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the are legal, valid and binding obligation of the Assignee, and enforceable against it Assignee in accordance with its termstheir terms and (iii) are not in contravention of any law, have been done and performed and have occurred in due and strict compliance with all applicable laws; order or Agreement by which Assignee is bound; (b) confirms Except for those consents, notices, filings, approvals or authorizations already obtained or received, no consents, notices, filings, approvals or authorizations are required to be made to or with any person, entity or governmental body by Assignee for the consummation of the transactions contemplated by this Agreement; (c) No proceedings are pending or to Assignee's actual knowledge, without independent investigation, threatened against Assignee before any court, arbitrator or administrative or governmental body which, in the aggregate, would have a material adverse effect on any action taken or to be taken by Assignee under this Agreement; (d) There are no fees, commissions or compensation payable by Assignor to any party engaged or retained by, through or on behalf of Assignee in connection with the transactions contemplated hereby; (e) Assignee agrees and acknowledges that (A) it is a sophisticated buyer with respect to the Transferred Rights, has adequate information concerning the business and financial condition of the Debtor to make an informed decision regarding the EXHIBIT NO. 4 ------------- purchase of the Transferred Rights, and has independently, without reliance upon Assignor (except that Assignee has relied upon the representations and warranties made herein by Assignee) and based on such information as it deemed appropriate, made its own analysis and decision to enter into this Agreement; (B) it has made its credit determination and analysis based upon such information as it deemed sufficient to enter into this Agreement and not based on any statements or representations by Assignor except for the representations expressly set forth herein; (C) it is purchasing the Transferred Rights not with a view to or for resale in connection with, any distribution or public offering of all or any part thereof or of any interest therein in a manner which would violate applicable securities law; (D) it is able to bear the economic risk associated with the purchase of the Transferred Rights; (E) it has such knowledge and experience and has made investments of a similar nature so as to be aware of the risks and uncertainties inherent in purchases of the type contemplated herein; (F) except as provided in this Agreement, it will not rely upon Assignor to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of, or any other matter concerning the Debtor or any of its affiliates; (G) it is not an agent for Assignor; (H) it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; and (I) Assignor has not given any investment advice, credit information or rendered any opinion as to whether the purchase of the Transferred Rights is prudent; (J) it is not affiliated, directly or indirectly, with the Debtor or any of its subsidiaries, affiliates or employees; and (K) it is not a party to any understanding or agreement (other than this Agreement) with respect to the holding, voting, acquisition or disposition of the Transferred Rights or any portion thereof; (f) Assignee is not purchasing the Transferred Rights or any interest therein for or on behalf of one or more employee benefit plans, or with funds which directly or indirectly constitute "plan assets" as defined in the Employee Retirement Income Security Act of 1974, as amended; (g) Assignee acknowledges that it has received a copy of the Credit Agreement, together with been provided an opportunity to obtain copies of the most recent financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make in making its own credit analysis evaluation of the Transferred Rights and decision Assignee is assuming all risk with respect to enter into this Assignment and Acceptance; (c) agrees that it willthe completeness, independently and without reliance upon the Assignor, the Administrative Agent accuracy or any other Bank and based on sufficiency of such documents and information. Assignee has received a copy of the Joint Plan of Reorganization of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation and certain subsidiaries under Chapter 11 of the Bankruptcy Code (the "Plan") and the related Second Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code with respect to Joint Plan of Reorganization of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation, the EXHIBIT NO. 4 ------------- Debtor and certain subsidiaries under Chapter 11 of the Bankruptcy Code. (h) Assignee acknowledges that Assignor may possess material non- public information not known to Assignee regarding or relating to the Debtor or the Transferred Rights (the "Assignee Excluded Information") and Assignee acknowledges that it has not requested such information and agrees that Assignor shall have no liability whatsoever (and Assignee hereby waives and releases all claims which it would otherwise have) with resect to the ono-disclosure of the Assignee Excluded Information, either before or after the date hereof; (i) None of the Assignor Excluded Information (as it shall deem appropriate at the time, continue to make its own credit decisions defined in taking paragraph 5(m) above) contradicts or not taking action under the Credit is inconsistent with any representation or warranty made by Assignee in this Agreement; and (dj) appoints and authorizes Assignee acknowledges that on June 25, 1996, the Administrative Agent to take such action as agent on its behalf and to exercise such powers Debtor filed a petition for relief under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which by the terms Chapter 11 of the Credit Agreement are required to be performed by it as a Bank; (f) makes Bankruptcy code in the representation United States Bankruptcy court for the District of Delaware and warranty set forth in Section 8.12 of that on August 26, 1996, the Credit Agreement; and (g) to Bankruptcy Court confirmed the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit AgreementPlan.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 §7.4 and §8.4 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit AgreementLender; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 sec.sec.8.4 and 9.4 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) represents and warrants that it is an Eligible Assignee; (e) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ef) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (fg) makes the representation represents and warranty set forth in Section 8.12 of the Credit Agreement; warrants that it is legally authorized to enter into such Assignment and Acceptance and (gh) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its PRO RATA share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreement.outstanding Letters of Credit. 107

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Loan and Security Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 Article 5 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank Revolving Credit 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 Credit Loan and Security Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan and Security Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Loan and Security Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Revolving Credit AgreementLender; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) fees in respect of the Credit Agreementoutstanding L/Cs.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which .which by the terms of the Credit Agreement are required to be performed by it as a Bank; and (f) makes attaches hereto the representation and warranty set forth in form(s) required to be delivered by it pursuant to Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) 2.12 of the Credit Agreement.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment Agreement and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative any Agent or any other Bank 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 Credit Agreement; (d) appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit Agreement.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.4 thereof or delivered pursuant to Section 5.1 7.4 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit AgreementLender; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment assignment and Acceptance acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 ss. ss. 7.4 and 8.4 thereof 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; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative any Agent or any other Bank 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 Credit Agreement; (d) represents and warrants that it is an Eligible Assignee; (e) appoints and authorizes the Administrative each Bank Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative such Bank Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (ef) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit AgreementLender; and (g) acknowledges that it has made arrangements with the Assignor satisfactory to the extent Assignee with respect to its pro rata share of Letter of Credit Fees in respect of outstanding Letters of Credit; and (h) if it is a Non-U.S. Lender, has delivered to the Borrowers and the Administrative Agent any documentation required to be delivered by Section 2.12(b) of the Credit Agreement agrees it pursuant to deliver the forms required by Section 2.12(b) ss. 55.3.3 of the Credit Agreement, duly completed and executed by the Assignee.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) it has delivered or is delivering concurrently herewith, the forms required by § 5.2.3 of the Credit Agreement, and (D) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 § 8.4 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (ev) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (g) to the extent required by Section 2.12(b) of the Credit Agreement agrees to deliver the forms required by Section 2.12(b) of the Credit AgreementLender.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.2 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its pro rata share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 7.4 and Section 8.4 thereof 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit Agreement; and (gvii) acknowledges that it has made arrangements with the Assignor satisfactory to the extent required by Section 2.12(b) Assignee with respect to its PRO RATA share of the Letter of Credit Agreement agrees to deliver the forms required by Section 2.12(b) Fees in respect of the Credit Agreementoutstanding Letters of Credit.

Assignee’s Representations. The Assignee (ai) represents and warrants that (iA) it is duly and legally authorized to enter into this Assignment and Acceptance, (iiB) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iiiC) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (bii) confirms that it has received a copy of the Credit AgreementAgreement and each of the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof ss.ss.6.7 and 9.4 of the 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; (ciii) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any other Bank 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 Credit Agreement; (div) represents and warrants that it is an Eligible Assignee; (v) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the (1) The new Revolving Credit Note amount shown for the Administrative Assignee above also reflects and includes the amount of the existing Revolving Credit Note held by the Assignee, to be replaced by the Revolving Credit Note to be delivered to the Assignee pursuant thereto. Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (evi) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement and this Assignment and Acceptance are required to be performed by it as a Bank; (f) makes the representation and warranty set forth in Section 8.12 of the Credit AgreementLender; and (gvii) agrees to the extent required treat in confidence any information obtained by Section 2.12(b) of it pursuant to the Credit Agreement unless such information otherwise becomes public knowledge and agrees not to deliver the forms disclose such information to a third party except as required by Section 2.12(b) of the Credit Agreementlaw or legal process.