AND FORM W-8 OR W-9
PURSUANT TO THE NEXT PRECEDING SENTENCE FURTHER UNDERTAKES TO DELIVER TO THE
ADMINISTRATIVE AGENT TWO FURTHER COPIES OF THE SAID LETTER AND FORM 1001 OR 4224
AND FORM W-8 OR W-9, OR SUCCESSOR APPLICABLE FORMS, OR OTHER MANNER OF
CERTIFICATION, AS THE CASE MAY BE, ON OR BEFORE THE DATE THAT ANY SUCH LETTER OR
FORM EXPIRES OR BECOMES OBSOLETE OR AFTER THE OCCURRENCE OF ANY EVENT REQUIRING
A CHANGE IN THE MOST RECENT LETTER AND FORM PREVIOUSLY DELIVERED BY IT TO THE
ADMINISTRATIVE AGENT, AND SUCH EXTENSIONS OR RENEWALS THEREOF AS MAY REASONABLY
BE REQUESTED BY THE ADMINISTRATIVE AGENT, CERTIFYING IN THE CASE OF A FORM 1001
OR 4224 THAT SUCH LENDER IS ENTITLED TO RECEIVE PAYMENTS UNDER THIS AGREEMENT
WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES,
UNLESS IN ANY SUCH CASE AN EVENT (INCLUDING WITHOUT LIMITATION ANY CHANGE IN
TREATY, LAW OR REGULATION) HAS OCCURRED PRIOR TO THE DATE ON WHICH ANY SUCH
DELIVERY WOULD OTHERWISE BE REQUIRED WHICH RENDERS ALL SUCH FORMS INAPPLICABLE
OR WHICH WOULD PREVENT SUCH LENDER FROM DULY COMPLETING AND DELIVERING ANY SUCH
LETTER OR FORM WITH RESPECT TO IT AND SUCH LENDER ADVISES THE ADMINISTRATIVE
AGENT THAT IT IS NOT CAPABLE OF RECEIVING PAYMENTS WITHOUT ANY DEDUCTION OR
WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX, AND IN THE CASE OF A FORM W-8
OR W-9, ESTABLISHING AN EXEMPTION FROM UNITED STATES BACKUP WITHHOLDING TAX, IN
WHICH CASE, ALL
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PAYMENTS BY THE BORROWER HEREUNDER AND UNDER ANY NOTE SHALL BE INCREASED BY THE
AMOUNT NECESSARY TO PAY TO SUCH LENDER, NET OF ANY SUCH WITHHOLDING TAX(ES) THE
AMOUNT OF EACH PAYMENT PROVIDED FOR HEREUNDER.
ARTICLE 14
ADMINISTRATIVE AGENT
SECTION 14.1
APPOINTMENT OF AGENT.
EACH OF THE LENDERS HEREBY
IRREVOCABLY DESIGNATES AND APPOINTS BANK OF AMERICA, N.A. AS THE ADMINISTRATIVE
AGENT OF SUCH LENDER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND EACH
LENDER IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT, AS THE ADMINISTRATIVE
AGENT FOR SUCH LENDER, TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND TO EXERCISE SUCH POWERS AND
PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO THE ADMINISTRATIVE AGENT BY
THE TERMS OF THIS AGREEMENT AND SUCH OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, TO MAKE DETERMINATIONS AS TO THE ELIGIBILITY OF INVENTORY AND
RECEIVABLES AND TO ADJUST THE ADVANCE RATES CONTAINED IN THE DEFINITION
"BORROWING BASE" (SO LONG AS SUCH ADVANCE RATES, AS ADJUSTED, DO NOT EXCEED
THOSE SET FORTH IN THE DEFINITION "BORROWING BASE") AND TO ESTABLISH RESERVES
AGAINST THE BORROWING BASE, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY
INCIDENTAL THERETO.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY ELSEWHERE IN
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE ADMINISTRATIVE AGENT SHALL NOT
HAVE ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN AND
THEREIN, OR ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER, AND NO IMPLIED
COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL
BE READ INTO THIS AGREEMENT OR THE