Common use of Assignment and Assumption of Assigned Interests Clause in Contracts

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement, the “Existing Lenders”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in their capacity as Existing Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any letters of credit and guarantees included in such facility) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (in their capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing 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 foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove Toronto Dominion (Texas) LLC and Scotiabanc Inc. (each, an “Exiting Lender”) as Existing Lenders and to reallocate the Commitments (as defined in the Existing Credit Agreement, the “Existing Commitments”) and the Loans (as defined in the Existing Credit Agreement, the “Existing Loans”) to the Lenders (including The Toronto-Dominion Bank, New York Branch as a Lender (the “New Lender”)). The parties hereto hereby consent to the Existing Lenders’ assignment of the Assigned Interests to the Lenders (including the New Lender) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.20. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 12.20, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders pursuant to the terms of the Assignment and Assumption attached to the Existing Credit Agreement as Exhibit A as if each such Lender, each Existing Lender, the Administrative Agent and the Borrower, as applicable, had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.20 and for the purposes of such assignment and assumption only, the parties hereto, as applicable, hereby agree to waive the processing and recordation fees required under Section 11.04(b)(ii)(C) of the Existing Credit Agreement.

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement, the “Existing Lenders”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in their capacity as Existing Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any letters of credit and guarantees included in such facility) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (in their capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing 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 foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove Toronto Dominion (Texas) LLC and Scotiabanc Inc. (each, an “Exiting Lender”) as Existing Lenders and to reallocate the Commitments (as defined in the Existing Credit Agreement, the “Existing Commitments”) and the Loans Advances (as defined in the Existing Credit Agreement, the “Existing Loans”) to the Lenders (including The Toronto-Dominion BankBarclays Bank PLC, New York Branch Bank of America, N.A., Canadian Imperial Bank of Commerce and Compass Bank as Lenders (each, a Lender (the “New Lender”)). The parties hereto hereby consent to the Existing Lenders’ assignment of the Assigned Interests to the Lenders (including the New LenderLenders) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.20. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 12.20, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders pursuant to the terms of the Assignment and Assumption attached to the Existing Credit Agreement as Exhibit A E as if each such Lender, each Existing Lender, the Administrative Agent and the Borrower, as applicable, had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.20 and for the purposes of such assignment and assumption only, the parties hereto, as applicable, hereby agree to waive the processing and recordation fees required under Section 11.04(b)(ii)(C13.04(b)(ii)(C) of the Existing Credit Agreement.

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement) (collectively, the “Fifth Amendment Existing Lenders”), the Lenders ) and the Administrative Agent have agreed among themselvesagreed, in consultation with the BorrowerBorrowers, to effectuate an assignment and assumption with respect of the Fifth Amendment Exiting Lenders’ respective rights, obligations and interests under the Existing Credit Agreement and the Loan Documents to other Fifth Amendment Existing Lenders that do not also constitute Fifth Amendment Exiting Lenders and to the Existing Lenders’ Fifth Amendment New Lenders (aas defined below), as set forth herein, respecting: (i) rights All outstanding rights, obligations and obligations in their capacity as Existing interests of the Fifth Amendment Exiting Lenders under the Existing Credit Agreement and any the other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement Loan Documents (including any letters Letters of credit Credit and guarantees included in such the facility) from and after the Fifth Amendment Effective Date; and (bii) to the extent legally permitted to be assigned under applicable law, all claims, suits, causes of action and any other right rights of the Existing Lender (in their capacity as an Existing Lender) Fifth Amendment Exiting Lenders against any Person, whether known or unknown, arising existing under or in connection with the Existing Credit Agreement, any other Loan Documents, including any documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above foregoing (the rights and obligations sold and assigned pursuant to under clauses (ai) and (bii) above being referred to herein collectively as the “Fifth Amendment Assigned Interests”) ), in order to, among other things, to remove Toronto Dominion (Texas) LLC the Fifth Amendment Exiting Lenders as Lenders as of and Scotiabanc Inc. (each, an “Exiting Lender”) as Existing Lenders after the Fifth Amendment Effective Date and to reallocate the Elected Commitments (as defined in the Existing Credit Agreement, Exhibit B attached to this Fifth Amendment) (the “Fifth Amendment Existing Commitments”) and the Loans Pro Rata Shares (as defined in Exhibit B attached to this Fifth Amendment) of the Existing Total Outstanding Credit AgreementExposure (collectively, the “Fifth Amendment Existing Loans”) presently held by the Fifth Amendment Exiting Lenders to (i) those certain Fifth Amendment Existing Lenders that do not also constitute Fifth Amendment Exiting Lenders and will remain a Lender from and after the Lenders Fifth Amendment Effective Date, and (including The ii) each of Toronto-Dominion Bank, New York Branch, and Branch Banking & Trust (BB&T), and Arvest Bank, and IBERIABANK (each of the Lenders named within this clause (ii) is herein referred to as a Lender (the “Fifth Amendment New Lender”), and, collectively, as the “Fifth Amendment New Lenders”) (the foregoing Lenders more particularly described within preceding clauses (i) and (ii) of this paragraph shall, from and after the Fifth Amendment Effective Date, collectively, remain and constitute the Lenders under the Credit Agreement and the other Loan Documents). The parties hereto hereby consent to the Existing Lenders’ assignment of the Assigned Interests to the Lenders (including the New Lender) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.20. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to stipulated in this Section 12.201(E) of this Fifth Amendment, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to it being acknowledged and agreed that such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders parties constitute all Persons whose consents are required therefor pursuant to the terms of the Credit Agreement. Effective on (and including) and after the Fifth Amendment Effective Date, each Fifth Amendment Exiting Lender is hereby released from its respective commitments and obligations as Lenders under the Credit Agreement and the other Loan Documents; provided, however, that, notwithstanding the foregoing, the Fifth Amendment Exiting Lenders shall nonetheless retain their respective rights and interests after the Fifth Amendment Effective Date under those certain applicable indemnification and expense reimbursement provisions of the Credit Agreement and the other Loan Documents, which by their express terms survive repayment of the Obligations, to the extent of the Borrowers’ executory contingent obligations to the Lenders thereunder. Accordingly, and without limitation of any of the foregoing, on and after the Fifth Amendment Effective Date, the Elected Commitment and Pro Rata Share of the Total Outstanding Credit Exposure of each Lender (including each Fifth Amendment New Lender) is as set forth on Schedule 2 attached to this Fifth Amendment. Regarding such Elected Commitments and Pro Rata Shares of the Total Outstanding Credit Exposure, each Lender and the Administrative Agent is deemed to have acquired the Fifth Amendment Assigned Interests, Fifth Amendment Existing Commitments and Fifth Amendment Existing Loans allocated to it under the Assignment and Assumption Agreement form attached as an exhibit to the Existing Credit Agreement as Exhibit A as if each such Lender, each Existing Lender, Lender (including the Administrative Agent Agent), and the Borrower, as applicable, Borrowers had executed an signed the Assignment and Assumption Agreement with respect to regarding such allocationallocations. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.20 and for the For purposes of such assignment assignment, assumption and reallocations, and for such assignment, assumption and reallocations only, the parties hereto, as applicable, hereby hereto agree to waive the processing any processing, recordation and recordation other fees required under Section 11.04(b)(ii)(C) Article 14 of the Existing Credit Agreement. The Fifth Amendment Exiting Lenders, each on behalf of itself in such capacity, shall also execute and deliver an acknowledgment signature page to this Fifth Amendment to the Administrative Agent.

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement, the “Existing Lenders”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in their capacity as Existing Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any letters of credit and guarantees included in such facility) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (in their capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing 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 foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove Toronto Dominion (Texas) LLC BMO Xxxxxx Bank, N.A., Credit Agricole Corporate and Scotiabanc Inc. Investment Bank, Fifth Third Bank and Natixis, New York Branch (each, an “Exiting Lender”) as Existing Lenders and to reallocate the Commitments (as defined in the Existing Credit Agreement, the “Existing Commitments”) and the Loans (as defined in the Existing Credit Agreement, the “Existing Loans”) to the Lenders (including The Toronto-Dominion BankRoyal Bank of Canada, New York Branch Sumitomo Mitsui Banking Corporation and Zions Bancorporation, N.A., dba Amegy Bank as Lenders (each, a Lender (the “New Lender”)). The parties hereto hereby consent to the Existing Lenders’ assignment of the Assigned Interests to the Lenders (including the New Lender) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.20. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 12.20, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders pursuant to the terms of the Assignment and Assumption attached to the Existing Credit Agreement as Exhibit A as if each such Lender, each Existing Lender, the Administrative Agent and the Borrower, as applicable, had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.20 and for the purposes of such assignment and assumption only, the parties hereto, as applicable, hereby agree to waive the processing and recordation fees required under Section 11.04(b)(ii)(C) of the Existing Credit Agreement.hereby

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement, the “Existing Lenders”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in their capacity as Existing Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any letters of credit and guarantees included in such facility) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (in their capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing 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 foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove Toronto Dominion (Texas) LLC BMO Xxxxxx Bank, N.A., Credit Agricole Corporate and Scotiabanc Inc. Investment Bank, Fifth Third Bank and Natixis, New York Branch (each, an “Exiting Lender”) as Existing Lenders and to reallocate the Commitments (as defined in the Existing Credit Agreement, the “Existing Commitments”) and the Loans (as defined in the Existing Credit Agreement, the “Existing Loans”) to the Lenders (including The Toronto-Dominion BankRoyal Bank of Canada, New York Branch Sumitomo Mitsui Banking Corporation and Zions Bancorporation, N.A., dba Amegy Bank as Lenders (each, a Lender (the “New Lender”)). The parties hereto hereby consent to the Existing Lenders’ assignment of the Assigned Interests to the Lenders (including the New LenderLenders) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.2012.22. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 12.2012.22, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders pursuant to the terms of the Assignment and Assumption attached to the Existing Credit Agreement as Exhibit A E as if each such Lender, each Existing Lender, the Administrative Agent and the Borrower, as applicable, had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.20 and for the purposes of such assignment and assumption only, the parties hereto, as applicable, hereby agree to waive the processing and recordation fees required under Section 11.04(b)(ii)(C) of the Existing Credit Agreement.with