Common use of RBS CITIZENS, N Clause in Contracts

RBS CITIZENS, N. A., as a Revolving Lender and a Term Lender By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Senior Vice President (Pioneer Investment, Inc.) COMERICA BANK, as a Revolving Lender and a Term Lender By: Name: Title: (Pioneer Investment, Inc.) JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as a Revolving Lender and a Term Lender By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Senior Vice President (Pioneer Investment, Inc.) REGIONS BANK, as a Revolving Lender and a Term Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President (Pioneer Investment, Inc.) SCHEDULE I Pricing Schedule The Applicable Margin with respect to the Commitment Fees, Revolving Advances, Swing Line Advances (if applicable), and the Term Advances shall be determined in accordance with the following Table based on the Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the Financial Statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the Administrative Agent receives the applicable Financial Statements and corresponding Compliance Certificate as required by the terms of this Agreement. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level VII from the Amendment No. 2 Effective Date until delivery of its unaudited Financial Statements and corresponding Compliance Certificate for the fiscal quarter ending June 30, 2016. If the Borrower fails to deliver the Financial Statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such Financial Statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fees, Revolving Advances, Swing Line Advances (if applicable) and Term Advances shall be determined at Level VII and shall remain at such level until the date such Financial Statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.8(e). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from the lowest (Level I) to the highest (Level VII). Applicable Margin Leverage Ratio Eurocurrency / B/A Advance Base Rate Advance Commitment Fee Level I Is less than 1.50 to 1.00 3.25 % 2.25 % 0.25 % Level II Is equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00 3.50 % 2.50 % 0.375 % Level III Is equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00 3.75 % 2.75 % 0.50 % Level IV Is greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 4.00 % 3.00 % 0.50 % Level V Is greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00 4.25 % 3.25 % 0.50 % Level VI Is greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 4.50 % 3.50 % 0.65 % Level VII Is greater than or equal to 4.00 to 1.00 4.75 % 3.75 % 0.65 % SCHEDULE II Commitments Lender Revolving Commitment Xxxxx Fargo Bank, National Association C$ 5,818,604.66 HSBC Bank Canada C$ 5,818,604.65 Citibank, N.A. C$ 5,818,604.65 JPMorgan Chase Bank, N.A. C$ 3,879,069.77 Comerica Bank C$ 2,586,046.51 Regions Bank C$ 1,939,534.88 RBS Citizens, N.A. C$ 1,939,534.88 Total: C$ 27,800,000.00 EXHIBIT B - FORM OF COMPLIANCE CERTIFICATE [to be attached] EXHIBIT B FORM OF COMPLIANCE CERTIFICATE FOR THE PERIOD FROM , 201 TO , 201 This certificate is prepared pursuant to the Credit Agreement dated as of August 7, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among (a) Pioneer Investment, Inc., a Delaware corporation (the “Borrower”), (b) Pioneer Intermediate, Inc., a Delaware corporation (the “Parent”), (c) the lenders party thereto from time to time (the “Lenders”) and (d) Xxxxx Fargo Bank, National Association, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”), as an issuing lender and as swing line lender. Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement shall have the meanings assigned to them by the Credit Agreement. The undersigned certifies, in his/her capacity as a Responsible Officer of the Borrower and not in an individual capacity, that:

RBS CITIZENS, N. A., as a Revolving Lender and a Term Lender By: /s/ Xxxxx X. Xxx Bxxx Xxxxxx Name: Xxxxx X. Xxx Bxxx Xxxxxx Title: Senior Vice President EXHIBIT A [Form of Revolving Note] PROMISSORY NOTE $_______________ _______ __, 200[_] Xxx Xxxx, Xxx Xxxx FOR VALUE RECEIVED, NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (Pioneer Investmentthe “Borrower”), Inc.) COMERICA BANK, as a Revolving Lender and a Term Lender By: Name: Title: (Pioneer Investment, Inc.) JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as a Revolving Lender and a Term Lender By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Senior Vice President (Pioneer Investment, Inc.) REGIONS BANK, as a Revolving Lender and a Term Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President (Pioneer Investment, Inc.) SCHEDULE I Pricing Schedule The Applicable Margin with respect hereby promises to pay to the Commitment Fees, Revolving Advances, Swing Line Advances order of __________________ (if applicablethe “Lender”), and the Term Advances shall be determined in accordance with the following Table based Credit Agreement referred to below, the principal sum of _______________ Dollars (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to Borrower under the Credit Agreement), in lawful money of the United States of America and in immediately available funds, on the Leverage Ratio as reflected dates and in the Compliance Certificate delivered principal amounts provided in connection with the Financial Statements most recently delivered pursuant Credit Agreement, and to Section 5.2. Adjustmentspay interest on the unpaid principal amount of each such Loan, if anyat such office, to such Applicable Margin shall be effective in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the Administrative Agent receives rates per annum and on the applicable Financial Statements and corresponding Compliance Certificate as required by dates provided in the terms of this Credit Agreement. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level VII from the Amendment No. 2 Effective Date until delivery of its unaudited Financial Statements and corresponding Compliance Certificate for the fiscal quarter ending June 30, 2016. If the Borrower fails to deliver the Financial Statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as This Note is one of the date such Financial Statements Revolving Notes referred to in the Second Amended and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fees, Revolving Advances, Swing Line Advances (if applicable) and Term Advances shall be determined at Level VII and shall remain at such level until the date such Financial Statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.8(e). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from the lowest (Level I) to the highest (Level VII). Applicable Margin Leverage Ratio Eurocurrency / B/A Advance Base Rate Advance Commitment Fee Level I Is less than 1.50 to 1.00 3.25 % 2.25 % 0.25 % Level II Is equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00 3.50 % 2.50 % 0.375 % Level III Is equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00 3.75 % 2.75 % 0.50 % Level IV Is greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 4.00 % 3.00 % 0.50 % Level V Is greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00 4.25 % 3.25 % 0.50 % Level VI Is greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 4.50 % 3.50 % 0.65 % Level VII Is greater than or equal to 4.00 to 1.00 4.75 % 3.75 % 0.65 % SCHEDULE II Commitments Lender Revolving Commitment Xxxxx Fargo Bank, National Association C$ 5,818,604.66 HSBC Bank Canada C$ 5,818,604.65 Citibank, N.A. C$ 5,818,604.65 JPMorgan Chase Bank, N.A. C$ 3,879,069.77 Comerica Bank C$ 2,586,046.51 Regions Bank C$ 1,939,534.88 RBS Citizens, N.A. C$ 1,939,534.88 Total: C$ 27,800,000.00 EXHIBIT B - FORM OF COMPLIANCE CERTIFICATE [to be attached] EXHIBIT B FORM OF COMPLIANCE CERTIFICATE FOR THE PERIOD FROM , 201 TO , 201 This certificate is prepared pursuant to the Restated Credit Agreement dated as of August 7[____ ___], 2014 (as the same may be amended, restated, amended modified and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Borrower, New York REIT, Inc. (a) Pioneer Investmentformerly known as American Realty Capital New York Recovery REIT, Inc., a Delaware corporation (the “Borrower”), (b) Pioneer Intermediate, Inc., a Delaware corporation (the “Parent”), (c) the lenders party thereto from time to time (including the “Lenders”Lender) and (d) Xxxxx Fargo BankCapital One, National Association, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”), as an issuing lender L/C Issuer and as swing line lenderSwingline Lender, and evidences Loans made by the Lender thereunder. Unless otherwise Terms used but not defined in this certificate, capitalized terms that are defined in the Credit Agreement shall Note have the respective meanings assigned to them by in the Credit Agreement. The undersigned certifiesCredit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein. Should the indebtedness represented by this Note or any part thereof be collected at law or in equity, or in bankruptcy, receivership or any other court proceeding (whether at the trial or appellate level), or should this Note be placed in the hands of attorneys for collection upon default, Borrower agrees to pay, in his/her capacity addition to the principal, interest and other sums due and payable hereon, all costs of collecting or attempting to collect this Note, including reasonable attorneys’ fees and disbursements. All parties to this Note, whether principal, surety, guarantor or endorser, hereby waive presentment for payment, demand (except as a Responsible Officer set forth in the Credit Agreement), protest, notice of protest and notice of dishonor. Except as permitted by Section 10.05 of the Credit Agreement, this Note may not be assigned by the Lender. In the event that this Note is transferred by the Lender to another party, Borrower shall not be required to recognize such transfer until Borrower has been sent a notice of the transfer of this Note by the transferor and the transferee. This Note may only be amended by an instrument in writing executed by Borrower and not the Lender. This Note shall be governed by, and construed in an individual capacityaccordance with, that:the law of the State of New York.

RBS CITIZENS, N. A.), as a Revolving Lender and a Term Lender By: /s/ Xxxxx Xxxxxx X. Xxx Xxxxxx Name: Xxxxx Xxxxxx X. Xxx Xxxxxx Title: Senior Vice President (Pioneer Investment, Inc.) COMERICA BANK, as a Revolving Lender and a Term Lender By: /s/ XXXXXXXX XXXXXXX Name: XXXXXXXX XXXXXXX Title: ASSISTANT VICE PRESIDENT & PORTFOLIO RISK MANAGER (Pioneer Investment, Inc.) JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as a Revolving Lender and a Term Lender By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Senior Vice President (Pioneer Investment, Inc.) REGIONS BANK, as a Revolving Lender and a Term Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President (Pioneer Investment, Inc.) SCHEDULE I Pricing Schedule The Applicable Margin with respect to the Commitment Fees, Revolving Advances, Swing Line Advances (if applicable), and the Term Advances shall be determined in accordance with the following Table based on the Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the Financial Statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the Administrative Agent receives the applicable Financial Statements and corresponding Compliance Certificate as required by the terms of this Agreement. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level VII V from the Amendment No. 2 1 Effective Date until delivery of its unaudited Financial Statements and corresponding Compliance Certificate for the fiscal quarter ending June 30March 31, 20162017. If the Borrower fails to deliver the Financial Statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such Financial Statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fees, Revolving Advances, Swing Line Advances (if applicable) and Term Advances shall be determined at Level VII V and shall remain at such level until the date such Financial Statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.8(e). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from the lowest (Level I) to the highest (Level VIIV). Applicable Margin Leverage Ratio Eurocurrency / B/A Advance Base Rate Advance Commitment Fee Level I Is less than 1.50 to 1.00 3.25 % 2.25 % 0.25 % Level II Is equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00 3.50 % 2.50 % 0.375 % Level III Is equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00 3.75 % 2.75 % 0.50 % Level IV Is greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 4.00 % 3.00 % 0.50 % Level V Is greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00 4.25 % 3.25 % 0.50 % Level VI Is greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 4.50 % 3.50 % 0.65 % Level VII Is greater than or equal to 4.00 to 1.00 4.75 % 3.75 % 0.65 % SCHEDULE II Commitments Lender Revolving Commitment Xxxxx Fargo Bank, National Association C$ 5,818,604.66 HSBC Bank Canada C$ 5,818,604.65 Citibank, N.A. C$ 5,818,604.65 JPMorgan Chase Bank, N.A. C$ 3,879,069.77 Comerica Bank C$ 2,586,046.51 Regions Bank C$ 1,939,534.88 RBS Citizens, N.A. C$ 1,939,534.88 Total: C$ 27,800,000.00 EXHIBIT B - – FORM OF COMPLIANCE CERTIFICATE [to be attached] EXHIBIT B FORM OF COMPLIANCE CERTIFICATE FOR THE PERIOD FROM , 201 TO , 201 This certificate is prepared pursuant to the Credit Agreement dated as of August 7, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among (a) Pioneer Investment, Inc., a Delaware corporation (the “Borrower”), (b) Pioneer Intermediate, Inc., a Delaware corporation (the “Parent”), (c) the lenders party thereto from time to time (the “Lenders”) and ), (d) Xxxxx Fargo Bank, National Association, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”), as an issuing lender and as swing line lender and (e) HSBC Bank Canada, as an issuing lender. Unless otherwise defined in this certificate, capitalized terms that are defined in the Credit Agreement shall have the meanings assigned to them by the Credit Agreement. The undersigned certifies, in his/her capacity as a Responsible Officer of the Borrower and not in an individual capacity, that:

RBS CITIZENS, N. A., as a Revolving Lender and a Term Lender as Administrative Agent on behalf of the Lenders By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Xxxxxx Title: Vice President Credit Agreement LENDER: RBS CITIZENS, N.A., as a Lender By: Name: Xxxxx X. Xxxxxx Title: Vice President Credit Agreement LENDER: BANK OF AMERICA, N.A., as a Lender By: Name: Xxxxxx Xxxxxx Title: Senior Vice President (Pioneer InvestmentCredit Agreement LENDER: BMO XXXXXX FINANCING, Inc.) COMERICA BANKINC., as a Revolving Lender and a Term Lender By: Name: Xxxxxxx X. Xxxxxxx Title: (Pioneer Investment, Inc.) JPMORGAN CHASE Vice President Credit Agreement LENDER: XXXXX FARGO BANK, N.A. TORONTO BRANCHNATIONAL ASSOCIATION, as a Revolving Lender and a Term Lender By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx Xxxxxx X. Xxx Xxxxx Title: Senior Vice President (Pioneer Investment, Inc.000) REGIONS 000-0000 Credit Agreement LENDER: SILICON VALLEY BANK, as a Revolving Lender and a Term Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Xxxxx Title: Senior Vice President (Pioneer InvestmentRelationship Manager Credit Agreement K&S DRAFT 1/30/12 EXHIBIT 1.1(a) [FORM OF] ACCOUNT DESIGNATION NOTICE TO: RBS CITIZENS, N.A., as Administrative Agent RE: Credit Agreement, dated as of January 31, 2012, by and among 2nd Story Software, Inc.) SCHEDULE I Pricing Schedule The Applicable Margin with respect to , an Iowa corporation (the Commitment Fees, Revolving Advances, Swing Line Advances (if applicable“Borrower”), and the Term Advances shall be determined in accordance with the following Table based on the Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the Financial Statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the Administrative Agent receives the applicable Financial Statements and corresponding Compliance Certificate as required by the terms of this Agreement. Notwithstanding the foregoingGuarantors, the Borrower shall be deemed to be at Level VII from the Amendment No. 2 Effective Date until delivery of its unaudited Financial Statements Lenders and corresponding Compliance Certificate for the fiscal quarter ending June 30, 2016. If the Borrower fails to deliver the Financial Statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such Financial Statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fees, Revolving Advances, Swing Line Advances (if applicable) and Term Advances shall be determined at Level VII and shall remain at such level until the date such Financial Statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.8(e). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from the lowest (Level I) to the highest (Level VII). Applicable Margin Leverage Ratio Eurocurrency / B/A Advance Base Rate Advance Commitment Fee Level I Is less than 1.50 to 1.00 3.25 % 2.25 % 0.25 % Level II Is equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00 3.50 % 2.50 % 0.375 % Level III Is equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00 3.75 % 2.75 % 0.50 % Level IV Is greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 4.00 % 3.00 % 0.50 % Level V Is greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00 4.25 % 3.25 % 0.50 % Level VI Is greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00 4.50 % 3.50 % 0.65 % Level VII Is greater than or equal to 4.00 to 1.00 4.75 % 3.75 % 0.65 % SCHEDULE II Commitments Lender Revolving Commitment Xxxxx Fargo Bank, National Association C$ 5,818,604.66 HSBC Bank Canada C$ 5,818,604.65 Citibank, N.A. C$ 5,818,604.65 JPMorgan Chase Bank, N.A. C$ 3,879,069.77 Comerica Bank C$ 2,586,046.51 Regions Bank C$ 1,939,534.88 RBS Citizens, N.A. C$ 1,939,534.88 Total: C$ 27,800,000.00 EXHIBIT B - FORM OF COMPLIANCE CERTIFICATE [to be attached] EXHIBIT B FORM OF COMPLIANCE CERTIFICATE FOR THE PERIOD FROM N.A., 201 TO , 201 This certificate is prepared pursuant to as Administrative Agent for the Credit Agreement dated as of August 7, 2014 Lenders (as the same may be amended, modified, extended, restated, amended and restatedreplaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) among (aDATE: January 31, 2012 The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account, unless the Borrower shall designate, in writing to the Administrative Agent, one or more other accounts: Bank Name: Cedar Rapids Bank & Trust Company ABA Routing Number: 000000000 Account Number: 390012938 Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately. This Account Designation Notice may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature. 2ND STORY SOFTWARE, INC., an Iowa corporation By: Name: Title: EXHIBIT 1.1(b) Pioneer Investment, Inc., a Delaware corporation [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “BorrowerAssignment and Assumption”)) is dated as of the Effective Date set forth below and is entered into by and between [the] [each] Assignor identified in item 1 below ([the] [each, (b) Pioneer Intermediate, Inc., a Delaware corporation (the an] “Parent”), (c) the lenders party thereto from time to time (the “LendersAssignor”) and [the] [each] Assignee identified in item 2 below (d) Xxxxx Fargo Bank[the] [each, National Association, as administrative agent for such Lenders (in such capacity, the an] “Administrative AgentAssignee”), as an issuing lender . [It is understood and as swing line lender. Unless otherwise agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.]1 Capitalized terms used but not defined in this certificate, capitalized terms that are defined herein shall have the meanings given to them in the Credit Agreement shall have identified below (as amended, the meanings assigned “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to them and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement. The undersigned certifies, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in his/her [its capacity as a Responsible Officer Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including, without limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the Borrower foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and not all other claims at law or in an individual capacityequity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, that:except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.