AGENT, IN
ITS SOLE DISCRETION, FAIL TO EXERCISE ANY RIGHT THEREUNDER AND (C) IT WILL NOT
CHANGE THE LOCATION OF ITS STATE
3
OF ORGANIZATION FROM THE LOCATION SPECIFIED IN THE CAPTION TO THIS ASSIGNMENT
UNLESS, IN CONJUNCTION THEREWITH, BORROWER EXECUTES AND DELIVERS TO
ADMINISTRATIVE AGENT SUCH ADDITIONAL UCC FINANCING STATEMENTS AS ADMINISTRATIVE
AGENT SHALL REASONABLY REQUEST TO ALLOW FOR ADMINISTRATIVE AGENT'S CONTINUED
PRIOR AND PERFECTED LIEN ON THE CAP COLLATERAL.
8.
BORROWER FURTHER COVENANTS AND AGREES WITH ADMINISTRATIVE
AGENT THAT IT WILL AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST
OF ADMINISTRATIVE AGENT, AND AT THE SOLE EXPENSE OF BORROWER, PROMPTLY AND DULY
EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER
ACTION AS ADMINISTRATIVE AGENT MAY REASONABLY REQUEST FOR THE PURPOSE OF
OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS ASSIGNMENT AND OF THE RIGHTS
AND POWERS HEREIN GRANTED, INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY
FINANCING OR CONTINUATION STATEMENTS UNDER THE UCC.
EACH BORROWER ALSO HEREBY
AUTHORIZES ADMINISTRATIVE AGENT TO FILE ANY SUCH FINANCING OR CONTINUATION
STATEMENT WITHOUT THE SIGNATURE OF ANY BORROWER TO THE EXTENT PERMITTED BY
APPLICABLE LAW.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS ASSIGNMENT
SHALL BE SUFFICIENT AS A FINANCING STATEMENT FOR FILING IN ANY JURISDICTION.
9.
THIS ASSIGNMENT DOES NOT INCLUDE THE DELEGATION TO
ADMINISTRATIVE AGENT OR LENDERS OF ANY OF BORROWER'S DUTIES, RESPONSIBILITIES OR
OBLIGATIONS UNDER THE INTEREST RATE PROTECTION AGREEMENT, BORROWER REMAINING
LIABLE TO PERFORM ALL DUTIES, RESPONSIBILITIES AND OBLIGATIONS TO BE PERFORMED
BY BORROWER THEREUNDER, AND ADMINISTRATIVE AGENT AND LENDERS SHALL NOT HAVE ANY
OBLIGATION OR LIABILITY UNDER THE INTEREST RATE PROTECTION AGREEMENT OR BY
REASON OF OR ARISING OUT OF THIS ASSIGNMENT OR THE RECEIPT BY ADMINISTRATIVE
AGENT OF ANY PAYMENT AND BORROWER SPECIFICALLY AGREES TO INDEMNIFY AND FOREVER
HOLD ADMINISTRATIVE AGENT AND LENDERS HARMLESS FROM ANY CLAIM OR LIABILITY ON
ACCOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES
INCURRED, EXCEPT TO THE EXTENT ARISING FROM THE FRAUD, GROSS NEGLIGENCE, ILLEGAL
ACTS OR WILLFUL MISCONDUCT OF ADMINISTRATIVE AGENT OR ANY LENDER, THEIR
RESPECTIVE AGENTS, EMPLOYEES OR CONTRACTORS.
10.
ADMINISTRATIVE AGENT SHALL ONLY BE ACCOUNTABLE FOR PAYMENTS
ACTUALLY RECEIVED BY IT HEREUNDER.
ADMINISTRATIVE AGENT'S SOLE DUTY WITH
RESPECT TO THE CUSTODY, SAFEKEEPING AND PHYSICAL PRESERVATION OF THE CAP
COLLATERAL IN ITS POSSESSION, UNDER SECTION 9‐207 OF THE UCC OR OTHERWISE, SHALL
BE TO DEAL WITH IT IN THE SAME MANNER AS ADMINISTRATIVE AGENT DEALS WITH SIMILAR
PROPERTY FOR ITS OWN ACCOUNT.
NEITHER ADMINISTRATIVE AGENT NOR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR FAILURE TO DEMAND,
COLLECT OR REALIZE UPON ALL OR ANY PART OF THE CAP COLLATERAL OR FOR ANY DELAY
IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO SELL OR OTHERWISE DISPOSE OF ANY
CAP COLLATERAL UPON THE REQUEST OF ANY BORROWER OR ANY OTHER PERSON OR TO TAKE
ANY OTHER ACTION WHATSOEVER WITH REGARD TO THE CAP COLLATERAL OR ANY PART
THEREOF.
THE POWERS CONFERRED ON ADMINISTRATIVE AGENT HEREUNDER ARE SOLELY