Common use of By executing and delivering Clause in Contracts

By executing and delivering. a Commitment Assignment and Acceptance, the Eligible Assignee thereunder acknowledges and agrees that: (i) other than the representation and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment being assigned thereby free and clear of any adverse claim, the assigning Lender has made no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document; (ii) the assigning Lender has made no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance by Borrower of the Obligations; (iii) it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Assignment and Acceptance; (iv) it will, independently and without reliance upon Administrative Agent or any 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 this Agreement; (v) it appoints and authorizes Administrative Agent to take such action and to exercise such powers under this Agreement as are delegated to Administrative Agent by this Agreement; and (vi) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

By executing and delivering. a Commitment an Assignment and AcceptanceAssumption, the Eligible Assignee assigning Lender thereunder acknowledges and agrees thatthe assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation as provided in such Assignment and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment being assigned thereby free and clear of any adverse claimAssumption, the such assigning Lender has made makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness genuineness, sufficiency or sufficiency value of this Agreement or any other Loan DocumentDocument or any other instrument or -114- 120 document furnished pursuant hereto; (ii) the such assigning Lender has made makes no representation or warranty and assumes no responsibility with respect to the financial condition of the REIT, Borrower or any UPP Subpartnership or the performance or observance by the REIT, Borrower or any Guarantor Subpartnership of the Obligationsany of their respective obligations under any Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Article V or delivered pursuant to Section 8 Article VI to the date of such assignment and such other Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Assignment and AcceptanceAssumption; (iv) it such assignee will, independently and without reliance upon Administrative Agent Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) it such assignee appoints and authorizes Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by this Agreementthe terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (a) Any Lender may at any time, with the prior written consent of Borrower and Administrative Agent, which consent shall not be unreasonably withheld, designate one Designated Bid Lender to fund Bid Loans on behalf of such Designating Lender subject to the terms of this Section 11.12.3, and the provisions of Sections 11.12.1 and 11.12.2 shall not apply to such designation, except that no Designating Lender shall enter into any agreement under which its Designated Bid Lender has rights to approve any amendment, consent or waiver with respect to any Loan Document, except to the extent such amendment, consent or waiver would amend any right of Designated Bid Lenders or would (i) increase the amount of the Bid Loan Facility at any time while any Bid Loan made by such Designated Bid Lender is outstanding, (ii) extend the maturity date of any Bid Loan made by such Designated Bid Lender, or (iii) decrease the interest rate applicable to any Bid Loan made by such Designated Bid Lender. No Lender may designate more than one Designated Bid Lender at any one time, and, following the termination of a designation with respect to one Designated Bid Lender, no new Designated Bid Lender may be designated until all outstanding Bid Loans made by the prior Designated Bid Lender have been paid in full. The parties to each such designation shall execute and deliver to Borrower and Administrative Agent for their acceptance a Designation Agreement, and, upon Administrative Agent's receipt of (A) an appropriately completed Designation Agreement (1) -115- 121 executed by a Designating Lender and a designee representing that it is a Designated Bid Lender and (2) accepted by Borrower, and (B) a processing fee in the amount of One Thousand Five Hundred Dollars ($1,500), Administrative Agent shall accept such Designation Agreement and register such Designated Bid Lender as a Designated Bid Lender, and give prompt notice thereof to Borrower, whereupon: from and after the effective date specified in the Designation Agreement, the Designated Bid Lender shall become a party to this Agreement, as a Designated Bid Lender, with (X) a right to make Bid Loans on behalf of its Designating Lender pursuant to Section 2.1.1(b)(iii) with respect to any Competitive Bid of such Designating Lender that is accepted in whole or in part by Borrower, and (Y) the other rights, and the obligations, provided herein and therein, subject to the limitation, however, that, notwithstanding the assumption by a Designated Bid Lender of certain of the obligations of its Designating Lender (but without limiting the Designating Lender's obligations under the following paragraph (b)), no Designated Bid Lender shall be required to make payments with respect to any of its obligations under this Agreement or any other Loan Document except to the extent of excess cash flow of such Designated Bid Lender (i.e., cash that is not otherwise required to repay obligations of such Designated Bid Lender that are then due and payable). (b) Notwithstanding any other provision of this Agreement or any other Loan Document: regardless of any designation of a Designated Bid Lender hereunder, the Designating Lender making such designation (i) shall be and remain obligated to Borrower, Administrative Agent and each of the other Lenders and other Designated Bid Lenders for each and every one of the obligations of the Designating Lender and its Designated Bid Lender with respect to this Agreement or any other Loan Document (including, without limitation, any indemnification obligations and any other obligation to pay any amount otherwise payable to Borrower by the Designated Bid Lender); and (ii) shall indemnify, defend and hold Administrative Agent, Borrower, each Lender and each Designated Bid Lender harmless from and against any and all losses, costs, expenses (including reasonable attorneys' fees and the cost of any services of in-house counsel) and liabilities incurred by any such Person in connection with or arising from (A)(1) the non-performance by such Designating Lender's Designated Bid Lender of any obligation assumed by the Designated Bid Lender under its Designation Agreement, (2) any other act or omission of the Designated Bid Lender committed in violation of the provisions of any Loan Document, or (3) the failure of any representation or warranty made by such Designating Lender's Designated Bid Lender for the benefit of Administrative Agent, Borrower, any other Lender or any other Designated Bid Lender to be true and correct in all material respects, or (B) such Designating Lender's nonperformance of any obligation owed to its Designated Bid Lender under the Designation Agreement or any other agreement -116- 122 between such Designating Lender and its Designated Bid Lender with respect to the transactions contemplated hereby. (c) Notwithstanding any designation hereunder, Borrower and Administrative Agent shall continue to deal solely and directly with the Designating Lender in connection with the Loans (including any Bid Loans made by such Designating Lender's Designated Bid Lender) and the Loan Documents. Each Designating Lender shall serve as the administrative agent of its Designated Bid Lender and shall on behalf of the Designated Bid Lender: (i) receive any and all payments made for the benefit of the Designated Bid Lender (and Borrower's and Administrative Agent's obligation to make any payment to the Designated Bid Lender shall be satisfied upon payment of such amount to its Designating Lender for the benefit of such Designated Bid Lender, without any duty to see to the application thereof by such Designating Lender), and (ii) give and receive all communications and notices and take all actions under any Loan Document, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents; and any notice or other communication so delivered to a Designating Lender shall be deemed validly delivered to its Designated Bid Lender, without any duty on the part of Borrower or Administrative Agent to verify whether such notice or other communication is actually delivered by such Designating Lender to its Designated Bid Lender. Administrative Agent shall have no responsibility for, and shall not incur liability to any Designated Bid Lender arising out of, the disposition by such Designated Bid Lender's Designating Lender of any funds or notice or other communication delivered to such Designating Lender for the account of such Designated Bid Lender in accordance herewith. Any notice, communication, vote, approval, waiver, consent or amendment of or with respect to any Loan Document that is delivered or executed on behalf of any Designated Bid Lender shall be signed by its Designating Lender as administrative agent for the Designated Bid Lender (whether or not noted as such thereon), and need not be signed by the Designated Bid Lender on its own behalf. Borrower, Administrative Agent, Lenders and the other Designated Bid Lenders may rely thereon without any requirement that the Designated Bid Lender sign or acknowledge the same. No Designated Bid Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Documents, other than (X) an assignment to the Designating Lender which originally designated such Designated Bid Lender, or (Y) in accordance with the provisions of Section 11.12.6 or Section 11.12.8. (d) A Designated Bid Lender shall not have any right to the payment of any amount under the Loan Documents other than with respect to (i) principal of and interest (including, to the extent, interest at the Default Rate) on Bid Loans made by such Designated Bid Lender, (ii) the indemnity obligations of Borrower under Section 12.2, and (iii) compensatory amounts payable by Borrower pursuant to Section 2.4.8(c) in respect of Bid Loans made by such Designated Bid Lender that are paid prior to the last day of the Bid Loan Interest Period applicable thereto; and all other amounts payable by Borrower hereunder or under any other Loan Document shall be determined as if such Designated Bid Lender's Designating Lender had not made such designation. (e) Each of Borrower, Lenders, Designated Bid Lenders and Administrative Agent hereby agrees that it will not institute against any Designated Bid Lender, or join with any other Person in instituting against any Designated Bid Lender, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, at any time prior to the date that is one year and one day after payment in full of the latest maturing commercial paper note issued by such Designated Bid Lender.

By executing and delivering. a Commitment an Assignment and AcceptanceAssumption, the Eligible Assignee assigning Lender thereunder acknowledges and agrees thatthe assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation as provided in such Assignment and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment being assigned thereby free and clear of any adverse claimAssumption, the such assigning Lender has made makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, 111 112 validity, enforceability, genuineness genuineness, sufficiency or sufficiency value of this Agreement or any other Loan DocumentDocument or any other instrument or document furnished pursuant hereto; (ii) the such assigning Lender has made makes no representation or warranty and assumes no responsibility with respect to the financial condition of the REIT, Borrower or any UPP Subpartnership or the performance or observance by the REIT, Borrower or any Guarantor Subpartnership of the Obligationsany of their respective obligations under any Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Article V or delivered pursuant to Section 8 Article VI to the date of such assignment and such other Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Assignment and AcceptanceAssumption; (iv) it such assignee will, independently and without reliance upon Administrative Agent Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) it such assignee appoints and authorizes Administrative Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by this Agreementthe terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (a) Any Lender may at any time, with the prior written consent of Borrower and Agent, which consent shall not be unreasonably withheld, designate one Designated Bid Lender to fund Bid Loans on behalf of such Designating Lender subject to the terms of this Section 11.12.3, and the provisions of Sections 11.12.1 and 11.12.2 shall not apply to such designation, except that no Designating Lender shall enter into any agreement under which its Designated Bid Lender has rights to approve any amendment, consent or waiver with respect to any Loan Document, except to the extent such amendment, consent or waiver would amend any right of Designated Bid Lenders or would (i) increase the amount of the Bid Loan Facility at any time while any Bid Loan made by such Designated Bid Lender is outstanding, (ii) extend the maturity date of any Bid Loan made by such Designated Bid Lender, or (iii) decrease the interest rate applicable to any Bid Loan made by such Designated Bid Lender. No Lender may designate more than one Designated Bid Lender at any one time, and, following the termination of a designation with respect to one Designated Bid Lender, no new Designated Bid Lender may be designated until all outstanding Bid Loans made by the prior Designated Bid Lender have been paid in full. The parties to each such designation shall execute and deliver to Borrower and Agent for their acceptance a Designation Agreement, and, upon Agent's receipt of (A) an appropriately completed Designation Agreement (1) 112 113 executed by a Designating Lender and a designee representing that it is a Designated Bid Lender and (2) accepted by Borrower, and (B) a processing fee in the amount of One Thousand Five Hundred Dollars ($1,500), Agent shall accept such Designation Agreement and register such Designated Bid Lender as a Designated Bid Lender, and give prompt notice thereof to Borrower, whereupon: from and after the effective date specified in the Designation Agreement, the Designated Bid Lender shall become a party to this Agreement, as a Designated Bid Lender, with (X) a right to make Bid Loans on behalf of its Designating Lender pursuant to Section 2.1.1(b)(iii) with respect to any Competitive Bid of such Designating Lender that is accepted in whole or in part by Borrower, and (Y) the other rights, and the obligations, provided herein and therein, subject to the limitation, however, that, notwithstanding the assumption by a Designated Bid Lender of certain of the obligations of its Designating Lender (but without limiting the Designating Lender's obligations under the following paragraph (b)), no Designated Bid Lender shall be required to make payments with respect to any of its obligations under this Agreement or any other Loan Document except to the extent of excess cash flow of such Designated Bid Lender (i.e., cash that is not otherwise required to repay obligations of such Designated Bid Lender that are then due and payable). (b) Notwithstanding any other provision of this Agreement or any other Loan Document: regardless of any designation of a Designated Bid Lender hereunder, the Designating Lender making such designation (i) shall be and remain obligated to Borrower, Agent and each of the other Lenders and other Designated Bid Lenders for each and every one of the obligations of the Designating Lender and its Designated Bid Lender with respect to this Agreement or any other Loan Document (including, without limitation, any indemnification obligations and any other obligation to pay any amount otherwise payable to Borrower by the Designated Bid Lender); and (ii) shall indemnify, defend and hold Agent, Borrower, each Lender and each Designated Bid Lender harmless from and against any and all losses, costs, expenses (including reasonable attorneys' fees and the cost of any services of in-house counsel) and liabilities incurred by any such Person in connection with or arising from (A) (1) the non-performance by such Designating Lender's Designated Bid Lender of any obligation assumed by the Designated Bid Lender under its Designation Agreement, (2) any other act or omission of the Designated Bid Lender committed in violation of the provisions of any Loan Document, or (3) the failure of any representation or warranty made by such Designating Lender's Designated Bid Lender for the benefit of Agent, Borrower, any other Lender or any other Designated Bid Lender to be true and correct in all material respects, or (B) such Designating Lender's nonperformance of any obligation owed to its Designated Bid Lender under the Designation Agreement or 113 114 any other agreement between such Designating Lender and its Designated Bid Lender with respect to the transactions contemplated hereby. (c) Notwithstanding any designation hereunder, Borrower and Agent shall continue to deal solely and directly with the Designating Lender in connection with the Loans (including any Bid Loans made by such Designating Lender's Designated Bid Lender) and the Loan Documents. Each Designating Lender shall serve as the administrative agent of its Designated Bid Lender and shall on behalf of the Designated Bid Lender: (i) receive any and all payments made for the benefit of the Designated Bid Lender (and Borrower's and Agent's obligation to make any payment to the Designated Bid Lender shall be satisfied upon payment of such amount to its Designating Lender for the benefit of such Designated Bid Lender, without any duty to see to the application thereof by such Designating Lender), and (ii) give and receive all communications and notices and take all actions under any Loan Document, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents; and any notice or other communication so delivered to a Designating Lender shall be deemed validly delivered to its Designated Bid Lender, without any duty on the part of Borrower or Agent to verify whether such notice or other communication is actually delivered by such Designating Lender to its Designated Bid Lender. Agent shall have no responsibility for, and shall not incur liability to any Designated Bid Lender arising out of, the disposition by such Designated Bid Lender's Designating Lender of any funds or notice or other communication delivered to such Designating Lender for the account of such Designated Bid Lender in accordance herewith. Any notice, communication, vote, approval, waiver, consent or amendment of or with respect to any Loan Document that is delivered or executed on behalf of any Designated Bid Lender shall be signed by its Designating Lender as administrative agent for the Designated Bid Lender (whether or not noted as such thereon), and need not be signed by the Designated Bid Lender on its own behalf. Borrower, Agent, Lenders and the other Designated Bid Lenders may rely thereon without any requirement that the Designated Bid Lender sign or acknowledge the same. No Designated Bid Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Documents, other than (X) an assignment to the Designating Lender which originally designated such Designated Bid Lender, or (Y) in accordance with the provisions of Section 11.12.6 or Section 11.12.8. (d) A Designated Bid Lender shall not have any right to the payment of any amount under the Loan Documents other thanwith respect to (i) principal of and interest (including, to the extent, interest at the Default Rate) on Bid Loans made by such Designated Bid Lender, (ii) the indemnity obligations of Borrower under Section 12.2, and (iii) compensatory amounts payable by Borrower (e) Each of Borrower, Lenders, Designated Bid Lenders and Agent hereby agrees that it will not institute against any Designated Bid Lender, or join with any other Person in instituting against any Designated Bid Lender, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, at any time prior to the date that is one year and one day after payment in full of the latest maturing commercial paper note issued by such Designated Bid Lender.

By executing and delivering. a Commitment Assignment and Acceptance, the Eligible Assignee thereunder acknowledges and agrees that: (i) other than the representation and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment being assigned thereby free and clear of any adverse claim, the assigning Lender has made no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document; (ii) the assigning Lender has made no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance by Borrower of the Obligations; (iii) it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Assignment and Acceptance; (iv) it will, independently and without reliance upon Administrative Agent or any 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 this Agreement; (v) it appoints and authorizes Administrative Agent to take such action and to exercise such powers under this Agreement as are delegated to Administrative Agent by this Agreement; and (vi) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

By executing and delivering. a Commitment an Assignment and AcceptanceAssumption, the Eligible Assignee assigning Lender thereunder acknowledges and agrees thatthe assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation as provided in such 93 101 Assignment and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment being assigned thereby free and clear of any adverse claimAssumption, the such assigning Lender has made makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness genuineness, sufficiency or sufficiency value of this Agreement or any other Loan DocumentDocument or any other instrument or document furnished pursuant hereto; (ii) the such assigning Lender has made makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower Borrower, any Guarantor Subsidiary or any of Borrower's Affiliates or the performance or observance by Borrower of the Obligationsany of its obligations under any Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Article V or delivered pursuant to Section 8 Article VI to the date of such assignment and such other Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Assignment and AcceptanceAssumption; (iv) it such assignee will, independently and without reliance upon Administrative Agent Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) it such assignee appoints and authorizes Administrative Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by this Agreementthe terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

By executing and delivering. a Commitment Assignment and Acceptance, the Eligible Assignee thereunder acknowledges and agrees that: (ia) other than the representation and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment Commitments being assigned thereby free and clear of any adverse claim, the assigning Lender has made no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document; (iib) the assigning Lender has made no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance by Borrower of the Obligations; (iiic) it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Assignment and Acceptance; (ivd) it will, independently and without reliance upon Administrative Agent or any 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 this Agreement; (ve) it appoints and authorizes Administrative Agent to take such action and to exercise such powers under this Agreement as are delegated to Administrative Agent by this Agreement; and (vif) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

By executing and delivering. a Commitment Assignment and Acceptance, the Eligible Assignee thereunder acknowledges and agrees that: (ia) other than the representation and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment being assigned thereby free and clear of any adverse claim, the assigning Lender has made no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document; (iib) the assigning Lender has made no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance by Borrower of the Obligations; (iiic) it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Assignment and Acceptance; (ivd) it will, independently and without reliance upon Administrative Agent or any 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 this Agreement; (ve) it appoints and authorizes Administrative Agent to take such action and to exercise such powers under this Agreement as are delegated to Administrative Agent by this Agreement; and (vif) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

By executing and delivering. a Commitment Assignment and Acceptance, the Eligible Assignee thereunder acknowledges and agrees that: (i) other than the representation and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment being assigned thereby free and clear of any adverse claim, the assigning Lender Bank has made no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document; (ii) the assigning Lender Bank has made no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance by the Borrower of the Obligationsits obligations under this Agreement; (iii) it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8 this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment Assignment and Acceptance; (iv) it will, independently and without reliance upon the Administrative Agent Agent, or any Lender 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 this Agreement; (v) it appoints and authorizes the Administrative Agent to take such action and to exercise such powers under this Agreement as are delegated to the Administrative Agent by this Agreement; and (vi) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank.

By executing and delivering. a Commitment an Assignment and AcceptanceAssumption, the assigning Lender thereunder and the Eligible Assignee thereunder acknowledges confirm to and agrees that: agree with each other and the other parties hereto as follows: (i) other than the representation except as provided in such Assignment and warranty that it is the legal and beneficial owner of the Pro Rata Share of the Revolving Commitment being assigned thereby free and clear of any adverse claimAssumption, the such assigning Lender has made makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness genuineness, sufficiency or sufficiency value of this Agreement or any other Loan DocumentDocument or any other instrument or document furnished in connection therewith; (ii) the such assigning Lender has made makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of the Obligationsany of its obligations under any Loan Document or any other instrument or document furnished in connection therewith; (iii) such Eligible Assignee confirms that it has received a copy of this Agreement, Agreement together with copies of the most recent such financial statements delivered pursuant to Section 8 statements, Loan Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Commitment the Assignment and AcceptanceAssumption and to become a Lender hereunder; (iv) it such Eligible Assignee will, independently and without reliance upon Administrative Agent Agent, the assigning Lender or any Lender other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) it such Eligible Assignee appoints and authorizes Administrative the Agent to take such action as the Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by this Agreementthe terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.