BORROWER OR THE PERFORMANCE OR OBSERVANCE BY THE
BORROWER OF ANY OF ITS RESPECTIVE OBLIGATIONS UNDER THE CREDIT AGREEMENT, THE
LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED IN CONNECTION
THEREWITH.
6.
Assignee represents and warrants that:
3
A.
(I) IT IS DULY ORGANIZED AND EXISTING AND IT HAS FULL POWER AND
AUTHORITY TO TAKE, AND HAS TAKEN, ALL ACTION NECESSARY TO EXECUTE AND DELIVER
THIS ASSIGNMENT AND ANY OTHER DOCUMENTS REQUIRED OR PERMITTED TO BE EXECUTED OR
DELIVERED BY IT IN CONNECTION WITH THIS ASSIGNMENT, AND TO FULFILL ITS
OBLIGATIONS HEREUNDER; (II) NO NOTICES TO, OR CONSENTS, AUTHORIZATIONS OR
APPROVALS OF, ANY PERSON ARE REQUIRED (OTHER THAN ANY ALREADY GIVEN OR OBTAINED)
FOR ITS DUE EXECUTION, DELIVERY AND PERFORMANCE OF THIS ASSIGNMENT; AND APART
FROM ANY AGREEMENTS OR UNDERTAKINGS OR FILINGS REQUIRED BY THE CREDIT AGREEMENT,
NO FURTHER ACTION BY, OR NOTICE TO, OR FILING WITH, ANY PERSON IS REQUIRED OF IT
FOR SUCH EXECUTION, DELIVERY OR PERFORMANCE; (III) THIS ASSIGNMENT HAS BEEN
FULLY EXECUTED AND DELIVERED BY IT AND CONSTITUTES ITS LEGAL, VALID AND BINDING
OBLIGATIONS, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THE TERMS HEREOF,
SUBJECT, AS TO ENFORCEMENT, TO BANKRUPTCY, INSOLVENCY, MORATORIUM,
REORGANIZATION AND OTHER LAWS OF GENERAL APPLICATION RELATING TO OR AFFECTING
CREDITORS' RIGHTS AND TO GENERAL EQUITABLE PRINCIPLES; AND (IV) IT IS ELIGIBLE
UNDER THE CREDIT AGREEMENT TO BE AN ASSIGNEE IN ACCORDANCE WITH THE TERMS
HEREOF.
B.
(I) UNDER APPLICABLE LAW AND TREATIES NO TAX WILL BE REQUIRED TO
BE WITHHELD BY BORROWER OR ANY BANK WITH RESPECT TO ANY PAYMENTS TO BE MADE TO
THE ASSIGNEE UNDER THE CREDIT AGREEMENT, (II) IT AGREES TO FURNISH (IF IT IS
ORGANIZED UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES OR ANY
STATE THEREOF) TO THE AGENT BANK AND THE BORROWER PRIOR TO THE TIME THAT THE
AGENT BANK OR BORROWER ARE REQUIRED TO MAKE ANY PAYMENT OF PRINCIPAL, INTEREST
OR FEES HEREUNDER, DUPLICATE EXECUTED ORIGINAL OF EITHER U.S. INTERNAL REVENUE
SERVICE FORM 4224 OR U.S. INTERNAL REVENUE SERVICE FROM 1001 (WHEREIN THE
ASSIGNEE CLAIMS ENTITLEMENT TO THE BENEFITS OF A TAX TREATY THAT PROVIDES FOR A
COMPLETE EXEMPTION FROM U.S. FEDERAL INCOME WITHHOLDING TAX ON ALL PAYMENTS
HEREUNDER) AND AGREES TO PROVIDE NEW FORMS 4224 OR 1001 UPON THE EXPIRATION OF
ANY PREVIOUSLY DELIVERED FORM OR COMPARABLE STATEMENTS IN ACCORDANCE WITH
APPLICABLE U.S. LAW AND REGULATIONS AND AMENDMENTS THERETO, DULY EXECUTED AND
COMPLETED BY THE ASSIGNEE, AND (III) IT AGREES TO COMPLY WITH ALL APPLICABLE
U.S. LAWS AND REGULATIONS WITH REGARD TO SUCH WITHHOLDING TAX EXEMPTION.
C.
AS OF THE EFFECTIVE DATE, NO AMOUNTS ARE PAYABLE BY BORROWER TO
ASSIGNEE UNDER SECTIONS 2.12 OR 2.13 OF THE CREDIT AGREEMENT, OTHER THAN TO THE
EXTENT AMOUNTS THEREUNDER ARE PAYABLE TO ALL OF THE LENDERS.
7.
The Assignee (a) acknowledges that it has
received a copy of the Credit Agreement and the Loan Documents, together with
copies of the most recent financial statements referred to in Section 5.08 of
the Credit Agreement, and