Common use of Representations and Agreements of Assignee Clause in Contracts

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Agent and [__________], as its Facility Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee:: 1 Include bracketed text if Assignor holds a portion of the Loans on the Effective Date. (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.02(b) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________[ ], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.02(b) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Agent and [__________], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a) 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 AcceptanceAssumption Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility other Agent, the Assignor or any other Lender 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; (c) [appoints and authorizes the Administrative each Agent and [__________], as its Facility Agent, to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Facility Transaction Documents as are delegated to the Administrative each such Agent and such Facility Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that that, on and after the Assignment Effective Date, it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and this Assignment and Acceptance Assumption Agreement are required to be performed by it as a [CommittedCommitted Lender] [ConduitConduit Lender] Lenderand to be bound to the terms of the Credit Agreement as a Lender thereunder as fully and completely as if it were an original signatory thereto; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (f) represents that this Assignment and Acceptance Assumption Agreement has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms, subject to bankruptcy and equitable principles; and (g) is and so long as it is a Lender shall at all times be either an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a) 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 AcceptanceAssumption Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility other Agent, the Assignor or any other Lender 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; (c) [appoints and authorizes the Administrative each Agent and [__________], as its Facility Agent, to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Facility Transaction Documents as are delegated to the Administrative each such Agent and such Facility Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that that, on and after the Assignment Effective Date, it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and this Assignment and Acceptance Assumption Agreement are required to be performed by it as a [CommittedCommitted Lender] [ConduitConduit Lender] Lenderand to be bound to the terms of the Credit Agreement as a Lender thereunder as fully and completely as if it were an original signatory thereto; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (f) represents that this Assignment and Acceptance Assumption Agreement has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms, subject to bankruptcy and equitable principles; and (g) is and so long as it is a Lender shall at all times be either an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.01(a) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Agent and [__________[ ], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.02(b) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(aSections 5.01(a) and 5.03(a) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Administrative Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________[ ], as its Facility Administrative Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Administrative Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.02(b) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Agent and [__________[ ], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.01(a) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee:: * Include bracketed text if Assignor holds a portion of the Loans on the Effective Date. (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.02(b) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) i. confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.01(k) of the Agreement and Section 6(c) of each of the Parent Undertakings 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 AcceptanceAcceptance Agreement; (b) ii. agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Agent, the Assignor Agent 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 the Agreement; (c) [iii. appoints and authorizes the Administrative Agent and [__________], as its Facility Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Transaction Documents as are delegated to the Administrative Agent and such Facility Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) iv. agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance Agreement are required to be performed by it as a [Committed] [Conduit] Lender; (e) v. specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (f) vi. represents that this Assignment and Acceptance Agreement has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] corporate powers and constitutes the legal, valid and binding obligation of the Assignee; and vii. if the Assignee is organized under the laws of a jurisdiction outside the United States, (A) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty, and (B) agrees to provide the Administrative Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Agreement.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.1(k) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Deal Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Deal Agent, the Collateral Agent and [__________], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Transaction Documents as are delegated to the Administrative Deal Agent, the Collateral Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a1) confirms that it has received a copy of the Restated Loan Agreement, together with copies of the most recent financial statements delivered pursuant referred to in Section 5.02(a) of the Agreement 6.1 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 Agreement (this "Assignment and Acceptance"); (b2) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Agent, Agent or the Assignor 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 the Restated Loan Agreement; (c3) [appoints and authorizes the Administrative Agent and [__________], ________ as its Facility Agent, Managing Agent to take such action as agent on its behalf and to exercise such powers under the Restated Loan Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility Agent, respectively, Managing Agent by the terms thereof, together with such powers as are reasonably incidental thereto;] (d4) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Restated Loan Agreement and this Assignment and Acceptance are required to be performed by it as a [CommittedBank] [Conduit] LenderSeasonal Bank]; (e5) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (f6) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the such Assignee pursuant to its [corporate] entity powers and constitutes the legal, valid and binding obligation of such Assignee; and (7) if the Assignee is organized under the laws of a jurisdiction outside the United States, (a) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Restated Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by [Pulte Restated Loan Agreement] an applicable tax treaty, and (b) agrees to provide its Managing Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Restated Loan Agreement.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the AgreementTransaction Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.02(aSections 5.01(l)(i) and (l)(ii) of the 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 AcceptanceAcceptance Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Agent, the Assignor or any other 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 the AgreementTransaction Documents; (c) [appoints and authorizes the Administrative Agent and [__________], as its Facility Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement Transaction Documents and this Assignment and Acceptance Agreement are required to be performed by it as [the Agent and] a [Committed] [Conduit] LenderBank; (ed) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (fe) represents that this Assignment and Acceptance Agreement has been duly authorized, executed and delivered by the such Assignee pursuant to its [corporate] corporate powers and constitutes the legal, valid and binding obligation of such Assignee; and (f) if the Assignee is organized under the laws of a jurisdiction outside the United States, (i) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty, and (ii) agrees to provide the Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Transaction Documents.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.03(a) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Administrative Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________[ ], as its Facility Administrative Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Administrative Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) i. confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.01(k) of the Agreement and Section 6(c) of each of the Parent Undertakings 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 AcceptanceAcceptance Agreement; (b) ii. agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Investor Agent, the Assignor or any other 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 the Agreement; (c) [iii. appoints and authorizes the Administrative Program Agent [and [__________], as its Facility the Group Investor Agent, ] to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Transaction Documents as are delegated to the Administrative Program Agent [and such Facility the Group Investor Agent, respectively, ,] by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) iv. agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance Agreement are required to be performed by it as a Bank [Committed] [Conduit] Lenderand as an Investor Agent]; (e) v. specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (f) vi. represents that this Assignment and Acceptance Agreement has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] corporate powers and constitutes the legal, valid and binding obligation of the Assignee; and vii. if the Assignee is organized under the laws of a jurisdiction outside the United States, (A) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty, and (B) agrees to provide the Program Agent and the Group Investor Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Agreement.

Representations and Agreements of Assignee. The Assignee: (a) i. confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.01(k) of the 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 AcceptanceAcceptance Agreement; (b) ii. agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Investor Agent, the Assignor or any other 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 the Agreement; (c) [iii. appoints and authorizes the Administrative Program Agent and [__________], as its Facility Agent, respective Investor Agent to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Transaction Documents as are delegated to the Administrative Program Agent and such Facility Investor Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) iv. agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance Agreement are required to be performed by it as a [Committed] [Conduit] LenderBank; (e) v. specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (f) vi. represents that this Assignment and Acceptance Agreement has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] corporate powers and constitutes the legal, valid and binding obligation of the Assignee; and vii. if the Assignee is organized under the laws of a jurisdiction outside the United States, (A) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty, and (B) agrees to provide the Program Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Agreement.

Representations and Agreements of Assignee. The Assignee: (ai) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(aSections 5.01(l)(i) and (l)(ii) of the 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 AcceptanceAcceptance Agreement; (bii) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Investor Agent, the Assignor or any other 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 the Agreement; (ciii) [appoints and authorizes the Administrative Program Agent and [__________], as its Facility Agent, the Group Investor Agent to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Agent, respectively, the Group Investor Agent by the terms thereof, together with such powers as are reasonably incidental thereto;] (div) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance Agreement are required to be performed by it as a [Committed] [Conduit] LenderBank; (ev) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (fvi) represents that this Assignment and Acceptance Agreement has been duly authorized, executed and delivered by the such Assignee pursuant to its [corporate] corporate powers and constitutes the legal, valid and binding obligation of such Assignee; and (vii) if the Assignee is organized under the laws of a jurisdiction outside the United States, (A) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty, and (B) agrees to provide the Program Agent and the Group Investor Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Agreement.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.02(b) of the 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;; * Include bracketed text if Assignor holds a portion of the Loans on the Effective Date. (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________[ ], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the AgreementReceivables Transfer Agreement and the other Transaction Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a) of the 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 AcceptanceAcceptance and to purchase its interest in and to the Assignor’s right, title and interest in the Commitment and Investments being purchased by it hereunder; (b) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Purchaser Agent, the Assignor or any other Lender Purchaser or any of their respective Affiliates 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 AgreementReceivables Transfer Agreement and any other Transaction Document; (c) [appoints and authorizes the Administrative Agent [and [__________], as its Facility the Purchaser Agent, ] to take such action as agent on its behalf and to exercise such powers under the Receivables Transfer Agreement and the other Facility Transaction Documents and any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent [and such Facility the Purchaser Agent, respectively, ,] by the terms thereof, together with such powers and discretion as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Receivables Transfer Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] LenderCommitted Purchaser; (e) specifies as its address and telecopier number for notices the office set forth beneath its name on the signature pages hereof; and; (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] corporate powers and constitutes the legal, valid and binding obligation of the Assignee; (g) represents that as of the Effective Date it is an Eligible Assignee; and (h) [other representations to be included, if applicable].

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.02(b) of the Agreement and such ACTIVE 200146376v.2 other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Managing Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________], as its Facility Managing Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Managing Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a1) confirms that it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered pursuant referred to in Section 5.02(a) of the Agreement 6.1 thereto and such [CH Mortgage Loan Agreement] other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (b2) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Agent, Agent or the Assignor 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 the Loan Agreement; (c3) [appoints and authorizes the Administrative Agent and [__________], as its Facility Agent, to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d4) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] LenderBank; (e5) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (f6) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the such Assignee pursuant to its [corporate] corporate powers and constitutes the legal, valid and binding obligation of such Assignee; and (7) if the Assignee is organized under the laws of a jurisdiction outside the United States, (a) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty, and (b) agrees to provide the Administrative Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Loan Agreement.

Representations and Agreements of Assignee. The Assignee: (ai) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(aSections 6.1(i) and 7.2(a), (b) and (d) of the 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; (bii) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility other Agent, the Assignor or any other Lender Liquidity 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 Agreement; (ciii) [appoints and authorizes the Administrative Agent and [__________]its Purchaser Agent, as its Facility Agentapplicable, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility its Purchaser Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (div) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] LenderLiquidity Bank; (ev) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (fvi) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the such Assignee pursuant to its [corporate] corporate powers and constitutes the legal, valid and binding obligation of such Assignee; and (vii) if the Assignee is organized under the laws of a jurisdiction outside the United States, (A) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty, and (B) agrees to provide the Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Agreement.

Representations and Agreements of Assignee. The Assignee: (a) confirms that it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.02(a5.03(a) of the 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; (b) agrees that it will, independently and without reliance upon the Administrative Program Agent, any Facility Administrative Agent, the Assignor 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 the Agreement; (c) [appoints and authorizes the Administrative Program Agent and [__________], as its Facility Administrative Agent, to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Facility Documents as are delegated to the Administrative Program Agent and such Facility Administrative Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] Lender; (e) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and (f) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the Assignee pursuant to its [corporate] powers and constitutes the legal, valid and binding obligation of the Assignee.

Representations and Agreements of Assignee. The Assignee: (a1) confirms that it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered pursuant referred to in Section 5.02(a) of the Agreement 6.1 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; (b2) agrees that it will, independently and without reliance upon the Administrative Agent, any Facility Agent, Agent or the Assignor 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 the Loan Agreement; (c3) [appoints and authorizes the Administrative Agent and [__________], as its Facility Agent, to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Facility Documents as are delegated to the Administrative Agent and such Facility Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto;] (d4) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement and this Assignment and Acceptance are required to be performed by it as a [Committed] [Conduit] LenderBank; (e5) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; and; (f6) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by the such Assignee pursuant to its [corporate] entity powers and constitutes the legal, valid and binding obligation of such Assignee; and (7) if the Assignee is organized under the laws of a jurisdiction outside the United States, (a) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty, and (b) agrees to provide the Administrative Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Loan Agreement.