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) (collectively, the “Fifth Amendment Existing Lenders”) and the Administrative Agent have agreed, in consultation with the Borrowers, to effectuate an assignment and assumption 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 Fifth Amendment New Lenders (as defined below), as set forth herein, respecting: (i) All outstanding rights, obligations and interests of the Fifth Amendment Exiting Lenders under the Existing Credit Agreement and the other Loan Documents (including any Letters of Credit and guarantees in the facility) from and after the Fifth Amendment Effective Date; and (ii) to the extent legally permitted to be assigned all claims, suits, causes of action and any other rights of the Fifth Amendment Exiting Lenders against any Person, existing under the Existing Credit Agreement, any other Loan Documents, including any documents or instruments delivered pursuant thereto or the loan transactions governed or based on or related to the foregoing (the rights and obligations sold and assigned under clauses (i) and (ii) above being referred to herein collectively as the “Fifth Amendment Assigned Interests”), in order to remove the Fifth Amendment Exiting Lenders as Lenders as of and after the Fifth Amendment Effective Date and to reallocate the Elected Commitments (as defined in Exhibit B attached to this Fifth Amendment) (the “Fifth Amendment Existing Commitments”) and the Pro Rata Shares (as defined in Exhibit B attached to this Fifth Amendment) of the Total Outstanding Credit Exposure (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 Fifth Amendment Effective Date, and (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 “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 consent to the assignments and assumptions stipulated in this Section 1(E) of this Fifth Amendment, it being acknowledged and agreed that such 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 if each such Lender (including the Administrative Agent), and the Borrowers had signed the Assignment and Assumption Agreement regarding such allocations. For purposes of such assignment, assumption and reallocations, and for such assignment, assumption and reallocations only, the parties hereto agree to waive any processing, recordation and other fees required under 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) (collectively, the “Fifth Amendment Existing Lenders”) and the Administrative Agent have agreedagreed among themselves, in consultation with the BorrowersBorrower, to effectuate an assignment and assumption of with respect to the Fifth Amendment Exiting Lenders’ respective rights, (a) rights and obligations and interests in their capacity as Lenders under the Existing Credit Agreement and the Loan Documents to any other Fifth Amendment Existing Lenders that do not also constitute Fifth Amendment Exiting Lenders and documents or instruments delivered pursuant thereto to the Fifth Amendment New Lenders (as defined below), as set forth herein, respecting: (i) All extent related to all or any of such outstanding rights, rights and obligations and interests of the Fifth Amendment Exiting such Existing Lenders under the Existing Credit Agreement and the other Loan Documents (including any Letters letters of Credit credit and guarantees included in the such facility) from and after the Fifth Amendment Effective Date; and (iib) to the extent legally permitted to be assigned under applicable law, all claims, suits, causes of action and any other rights right of the Fifth Amendment Exiting Lenders Existing Lender (in their capacity as an Existing Lender) against any Person, existing whether known or unknown, arising 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 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 under pursuant to clauses (ia) and (iib) above being referred to herein collectively as the “Fifth Amendment Assigned Interests”), ) in order to to, among other things, remove the BMO Xxxxxx Bank, N.A., Credit Agricole Corporate and Investment Bank, Fifth Amendment Third Bank and Natixis, New York Branch (each, an “Exiting Lender”) as Existing Lenders as Lenders as of and after the Fifth Amendment Effective Date and to reallocate the Elected Commitments (as defined in Exhibit B attached to this Fifth Amendment) (the Existing Credit Agreement, the “Fifth Amendment Existing Commitments”) and the Pro Rata Shares Loans (as defined in Exhibit B attached to this Fifth Amendment) of the Total Outstanding Existing Credit Exposure (collectivelyAgreement, 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 Fifth Amendment Effective Date, and (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 including Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Zions Bancorporation, N.A., dba Amegy Bank as Lenders (each, a “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 consent to the assignments and assumptions stipulated in this Section 1(E) of this Fifth Amendment, it being acknowledged and agreed that such 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 if each such Lender (including the Administrative Agent), and the Borrowers had signed the Assignment and Assumption Agreement regarding such allocations. For purposes of such assignment, assumption and reallocations, and for such assignment, assumption and reallocations only, the parties hereto agree to waive any processing, recordation and other fees required under 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.hereby

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 agreedagreed among themselves, in consultation with the BorrowersBorrower, to effectuate an assignment and assumption of with respect to the Fifth Amendment Exiting Existing Lenders’ respective rights, (a) rights and obligations and interests under the in their capacity as 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 Fifth Amendment New Lenders (as defined below), as set forth herein, respecting: (i) All outstanding rights, obligations and interests of the Fifth Amendment Exiting Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the other Loan Documents extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any Letters letters of Credit credit and guarantees included in the such facility) from and after the Fifth Amendment Effective Date; and (iib) to the extent legally permitted to be assigned under applicable law, all claims, suits, causes of action and any other rights right of the Fifth Amendment Exiting Lenders Existing Lender (in their capacity as an Existing Lender) against any Person, existing whether known or unknown, arising 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 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 under pursuant to clauses (ia) and (iib) above being referred to herein collectively as the “Fifth Amendment Assigned Interests”), ) in order to to, among other things, remove the Fifth Amendment Toronto Dominion (Texas) LLC and Scotiabanc Inc. (each, an “Exiting Lender”) as Existing Lenders as Lenders as of and after the Fifth Amendment Effective Date and to reallocate the Elected Commitments (as defined in Exhibit B attached to this Fifth Amendment) (the Existing Credit Agreement, the “Fifth Amendment Existing Commitments”) and the Pro Rata Shares Loans (as defined in Exhibit B attached to this Fifth Amendment) of the Total Outstanding Existing Credit Exposure (collectivelyAgreement, the “Fifth Amendment Existing Loans”) presently held by to 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 Fifth Amendment Effective Date, and (ii) each of including The 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 stipulated in of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 1(E) 12.20, the Commitment of this Fifth Amendmenteach 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 being acknowledged and agreed that such parties constitute all Persons whose consents are required therefor from the Existing Lenders 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 (including Lender, each Existing Lender, the Administrative Agent), Agent and the Borrowers Borrower, as applicable, had signed the executed an Assignment and Assumption Agreement regarding with respect to such allocationsallocation. For In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.20 and for the purposes of such assignment, assignment and assumption and reallocations, and for such assignment, assumption and reallocations only, the parties hereto hereto, as applicable, hereby agree to waive any processing, the processing and recordation and other fees required under Article 14 Section 11.04(b)(ii)(C) 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) (collectively, the “Fifth Amendment Existing Lenders”) ), the Lenders and the Administrative Agent have agreedagreed among themselves, in consultation with the BorrowersBorrower, to effectuate an assignment and assumption of with respect to the Fifth Amendment Exiting Existing Lenders’ respective rights, (a) rights and obligations and interests under the in their capacity as 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 Fifth Amendment New Lenders (as defined below), as set forth herein, respecting: (i) All outstanding rights, obligations and interests of the Fifth Amendment Exiting Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the other Loan Documents extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any Letters letters of Credit credit and guarantees included in the such facility) from and after the Fifth Amendment Effective Date; and (iib) to the extent legally permitted to be assigned under applicable law, all claims, suits, causes of action and any other rights right of the Fifth Amendment Exiting Lenders Existing Lender (in their capacity as an Existing Lender) against any Person, existing whether known or unknown, arising 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 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 under pursuant to clauses (ia) and (iib) above being referred to herein collectively as the “Fifth Amendment Assigned Interests”), ) in order to to, among other things, remove the BMO Xxxxxx Bank, N.A., Credit Agricole Corporate and Investment Bank, Fifth Amendment Third Bank and Natixis, New York Branch (each, an “Exiting Lender”) as Existing Lenders as Lenders as of and after the Fifth Amendment Effective Date and to reallocate the Elected Commitments (as defined in Exhibit B attached to this Fifth Amendment) (the Existing Credit Agreement, the “Fifth Amendment Existing Commitments”) and the Pro Rata Shares Loans (as defined in Exhibit B attached to this Fifth Amendment) of the Total Outstanding Existing Credit Exposure (collectivelyAgreement, 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 Fifth Amendment Effective Date, and (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 including Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Zions Bancorporation, N.A., dba Amegy Bank as Lenders (each, a “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 Lenders) 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 12.22. On the Effective Date, after giving effect to the assignments and assumptions stipulated in of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 1(E) 12.22, the Commitment of this Fifth Amendmenteach 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 being acknowledged and agreed that such parties constitute all Persons whose consents are required therefor from the Existing Lenders 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 E as if each such Lender (including Lender, each Existing Lender, the Administrative Agent), Agent and the Borrowers Borrower, as applicable, had signed the executed an Assignment and Assumption Agreement regarding such allocations. For purposes of such assignment, assumption and reallocations, and for such assignment, assumption and reallocations only, the parties hereto agree to waive any processing, recordation and other fees required under 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.with

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 agreedagreed among themselves, in consultation with the BorrowersBorrower, to effectuate an assignment and assumption of with respect to the Fifth Amendment Exiting Existing Lenders’ respective rights, (a) rights and obligations and interests under the in their capacity as 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 Fifth Amendment New Lenders (as defined below), as set forth herein, respecting: (i) All outstanding rights, obligations and interests of the Fifth Amendment Exiting Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the other Loan Documents extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any Letters letters of Credit credit and guarantees included in the such facility) from and after the Fifth Amendment Effective Date; and (iib) to the extent legally permitted to be assigned under applicable law, all claims, suits, causes of action and any other rights right of the Fifth Amendment Exiting Lenders Existing Lender (in their capacity as an Existing Lender) against any Person, existing whether known or unknown, arising 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 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 under pursuant to clauses (ia) and (iib) above being referred to herein collectively as the “Fifth Amendment Assigned Interests”), ) in order to remove the Fifth Amendment Exiting Lenders as Lenders as of and after the Fifth Amendment Effective Date and to, among other things, to reallocate the Elected Commitments (as defined in Exhibit B attached to this Fifth Amendment) (the Existing Credit Agreement, the “Fifth Amendment Existing Commitments”) and the Pro Rata Shares Advances (as defined in Exhibit B attached to this Fifth Amendment) of the Total Outstanding Existing Credit Exposure (collectivelyAgreement, 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 Fifth Amendment Effective Date, and (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 including Barclays Bank PLC, Bank of America, N.A., Canadian Imperial Bank of Commerce and Compass Bank as Lenders (each, a “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 Lenders) 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 stipulated in of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 1(E) 12.20, the Commitment of this Fifth Amendmenteach 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 being acknowledged and agreed that such parties constitute all Persons whose consents are required therefor from the Existing Lenders 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 E as if each such Lender (including Lender, each Existing Lender, the Administrative Agent), Agent and the Borrowers Borrower, as applicable, had signed the executed an Assignment and Assumption Agreement regarding with respect to such allocationsallocation. For In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.20 and for the purposes of such assignment, assignment and assumption and reallocations, and for such assignment, assumption and reallocations only, the parties hereto hereto, as applicable, hereby agree to waive any processing, the processing and recordation and other fees required under Article 14 Section 13.04(b)(ii)(C) 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.