Common use of Assumption and Release Clause in Contracts

Assumption and Release. (1) The Administrative Agent, the Collateral Agent, each Lender, Merger Sub as Initial Borrower, Successor Borrower, Petco Holdings, Inc., as Holdings, agree that, immediately upon consummation of the Merger, pursuant to this Section 10.22, (A) Merger Sub hereby assigns to Petco Animal Supplies, Inc., in its capacity as Successor Borrower, and Successor Borrower hereby expressly, unconditionally and irrevocably assumes all obligations of Merger Sub as “Initial Borrower” and “Borrower” hereunder and of all other obligations and liabilities of Merger Sub under this Agreement and each other Loan Document, in each case as if Merger Sub were never a party hereto or thereto as “Borrower” and (B) Successor Borrower agrees to perform and observe all of the obligations (including, without limitation, all obligations in respect of the Term Loans and other indebtedness), covenants, agreements, terms, conditions, duties and liabilities of the Initial Borrower as the “Initial Borrower” and “Borrower” under or with respect to this Agreement, any Notes and any of the other Loan Documents to which the Initial Borrower is a party in its capacity as the “Initial Borrower” and “Borrower” as fully as if the Successor Borrower was originally the obligor in respect thereof and the signatory in the capacity of “Borrower” thereto. (2) The Administrative Agent, the Collateral Agent and each Lender, agree that, immediately after the assignment of the obligations of the Company as the Initial Borrower on the Closing Date pursuant to this Section 10.22 and the Merger and the LLC Conversion have been completed, the Company, as survivor of the Merger, ceases to be a party to this Agreement and each other Loan Document as a “Borrower,” and Company shall be released from the payment and performance of any and all obligations of a Borrower and from all other obligations and liabilities of a “Borrower” under this Agreement and each other Loan Document, in each case as if it were never a party hereto or thereto in such capacity. For the avoidance of doubt, after giving effect to the assignment of the obligations of the Company as the Initial Borrower on the Closing Date pursuant to this Section 10.22, the Merger and the LLC Conversion, Company’s sole obligations under this Agreement and each other Loan Document shall be as “Holdings” hereunder and thereunder (including any definition or covenant applicable thereto that applies to Holdings in such capacity). (3) The Successor Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders that all of the representations and warranties of the Successor Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (4) The Successor Borrower hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents hereto. The Successor Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement.

Assumption and Release. (1) The Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank, the Swingline Lender, Merger Sub as Initial Borrower, Successor Borrower, Petco Holdings, Inc., as Holdings, agree that, immediately upon consummation of the Merger, pursuant to this Section 10.2210.23, (A) Merger Sub hereby assigns to Petco Animal Supplies, Inc., in its capacity as Successor Borrower, and Successor Borrower hereby expressly, unconditionally and irrevocably assumes all obligations of Merger Sub as “Initial Borrower” and “Borrower” hereunder and of all other obligations and liabilities of Merger Sub under this Agreement and each other Loan Document, in each case as if Merger Sub were never a party hereto or thereto as “Borrower” and (B) Successor Borrower agrees to perform and observe all of the obligations (including, without limitation, all obligations in respect of the Term Loans and other indebtedness), covenants, agreements, terms, conditions, duties and liabilities of the Initial Borrower as the “Initial Borrower” and “Borrower” under or with respect to this Agreement, any Notes and any of the other Loan Documents to which the Initial Borrower is a party in its capacity as the “Initial Borrower” and “Borrower” as fully as if the Successor Borrower was originally the obligor in respect thereof and the signatory in the capacity of “Borrower” thereto. (2) The Administrative Agent, the Collateral Agent Agent, each Lender, each Issuing Bank, and each the Swingline Lender, agree that, immediately after the assignment of the obligations of the Company as the Initial Borrower on the Closing Date pursuant to this Section 10.22 10.23 and the Merger and the LLC Conversion have been completed, the Company, as survivor of the Merger, ceases to be a party to this Agreement and each other Loan Document as a “Borrower,” and Company shall be released from the payment and performance of any and all obligations of a Borrower and from all other obligations and liabilities of a “Borrower” under this Agreement and each other Loan Document, in each case as if it were never a party hereto or thereto in such capacity. For the avoidance of doubt, after giving effect to the assignment of the obligations of the Company as the Initial Borrower on the Closing Date pursuant to this Section 10.2210.23, the Merger and the LLC Conversion, Company’s sole obligations under this Agreement and each other Loan Document shall be as “Holdings” hereunder and thereunder (including any definition or covenant applicable thereto that applies to Holdings in such capacity). (3) The Successor Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders that all of the representations and warranties of the Successor Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (4) The Successor Borrower hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents hereto. The Successor Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement.

Assumption and Release. (1) The Administrative Agentparties hereto acknowledge that, under the Transaction Plan, FSV Holdco ULC assumed all of Old FirstService’s indebtedness, liabilities and obligations under the Original Note Purchase Agreement and the Original Notes and upon the wind-up of FSV Holdco ULC on the date hereof and immediately prior to the effectiveness of this Agreement, the Collateral AgentCompany assumed all of FSV Holdco ULC’s indebtedness, each Lenderliabilities and obligations under the Original Note Purchase Agreement and the Original Notes. The Company hereby agrees that it shall be liable for all of the indebtedness, Merger Sub as Initial Borrower, Successor Borrower, Petco Holdings, Inc.liabilities and obligations of Old FirstService and FSV Holdco ULC, as Holdingsapplicable, agree thatwhether now existing or hereafter arising, immediately upon consummation under and in respect of the Merger, pursuant to this Section 10.22, (A) Merger Sub hereby assigns to Petco Animal Supplies, Inc., in its capacity as Successor Borrower, and Successor Borrower hereby expressly, unconditionally and irrevocably assumes all obligations of Merger Sub as “Initial Borrower” and “Borrower” hereunder and of all other obligations and liabilities of Merger Sub under this Original Note Purchase Agreement and each other Loan Document, the Original Notes (in each case as if Merger Sub were never a party hereto or thereto amended and restated pursuant to this Agreement as “Borrower” set forth below). Subject to the satisfaction of the conditions set forth in Section 4, each Existing Noteholder hereby (a) consents to and acknowledges Old FirstService’s and FSV Holdco ULC’s assignment of their respective indebtedness, liabilities and obligations under the Original Note Purchase Agreement and the Original Notes to the Company, (Bb) Successor Borrower agrees consents to perform and observe acknowledges the Company’s assumption of all of the Old FirstService’s and FSV Holdco ULC’s indebtedness, liabilities and obligations (including, without limitation, all obligations under and in respect of the Term Loans and other indebtedness), covenants, agreements, terms, conditions, duties and liabilities of the Initial Borrower as the “Initial Borrower” and “Borrower” under or with respect to this Agreement, any Notes and any of the other Loan Documents to which the Initial Borrower is a party in its capacity as the “Initial Borrower” and “Borrower” as fully as if the Successor Borrower was originally the obligor in respect thereof Original Note Purchase Agreement and the signatory in the capacity of “Borrower” thereto. Original Notes, and (2c) The Administrative Agent, the Collateral Agent and each Lender, agree that, agrees that immediately after the assignment time to appeal the Final Order under the applicable rules of civil procedure has expired, Old FirstService and FSV Holdco ULC shall be released and discharged from all of their respective indebtedness, liabilities and obligations in their respective capacity as issuer under the obligations of Original Note Purchase Agreement and the Original Notes, provided that the Final Order shall not have been, during such appeal period, revised or modified and not have been stayed or subject to a motion to stay or subject to appeal or petition for review, rehearing or certiorari, and provided, further that, if any successful action specified in the previous proviso shall occur with the result that the Company as does not retain, in all material respects, the Initial Borrower on the Closing Date assets which have been transferred to it from Old FirstService pursuant to this Section 10.22 the Arrangement, then Old FirstService shall remain liable under the Original Agreement and the Merger Original Notes and the LLC Conversion have been completed, all other documents that refer to the Company, as survivor of the Merger, ceases to be a party to this Agreement and each other Loan Document as a “Borrower,” and Company the Notes shall be released from the payment and performance of any and all obligations of a Borrower and from all other obligations and liabilities of a “Borrower” under this Agreement and each other Loan Documentdeemed to refer also to Old FirstService and, in each case as if it were never a party hereto or thereto in such capacity. For the avoidance of doubt, after giving effect to the assignment of the obligations of the Company as the Initial Borrower on the Closing Date pursuant to this Section 10.22, the Merger and the LLC Conversion, Company’s sole obligations under this Agreement and each other Loan Document shall be as “Holdings” hereunder and thereunder (including any definition or covenant applicable thereto that applies to Holdings in such capacity). (3) The Successor Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders that all of the representations and warranties of the Successor Borrower set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties specifically refer to an earlier dateapplicable, in which case they shall be true and correct in all material respects as of such earlier date. (4) The Successor Borrower hereby acknowledges that it has reviewed the terms and provisions of this Original Agreement and consents hereto. The Successor Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementOriginal Notes).

Assumption and Release. (1) a. The Administrative Agent, the Collateral Agent, each Lender, Merger Sub as Initial Borrower, Successor Borrower, Petco Holdings, Inc., as Holdings, agree that, immediately upon consummation of the Merger, pursuant Owner agrees to this Section 10.22, (A) Merger Sub hereby assigns to Petco Animal Supplies, Inc., in its capacity as Successor Borrowerassume, and Successor Borrower does hereby expresslyassume, unconditionally and irrevocably assumes all obligations of Merger Sub as “Initial Borrower” and “Borrower” hereunder and of all other obligations and liabilities of Merger Sub under this Agreement and each other Loan Document, in each case as if Merger Sub were never a party hereto or thereto as “Borrower” and (B) Successor Borrower agrees to perform and observe all of the obligations (including, without limitation, all obligations in respect of the Term Loans and other indebtedness), covenants, agreements, terms, conditions, duties and liabilities of the Initial Borrower as the “Initial Borrower” and “Borrower” under or with respect to this Agreement, any Notes and any of the other Loan Documents to which the Initial Borrower is a party in its capacity as the “Initial Borrower” and “Borrower” as fully as if the Successor Borrower was originally the obligor in respect thereof and the signatory in the capacity of “Borrower” thereto. (2) The Administrative Agent, the Collateral Agent and each Lender, agree that, immediately after the assignment of the obligations of the Company as Prior Owner under the Initial Borrower on Assumed Documents from and after the Closing Date pursuant to this Section 10.22 and the Merger and the LLC Conversion have been completed, the Company, as survivor date of the Merger, ceases to be a party to this Agreement and does hereby agree to be bound by each other Loan Document and every Assumed Document. b. The Owner does not assume personal liability for payments due under the Note, the Mortgage, the Security Agreement or for the payments to the reserve for replacements under the Regulatory Agreements, or for matters not under its control, provided that the Owner shall remain liable under said Regulatory Agreements only with respect to the matters hereinafter stated, namely: (i) for funds or property for the Project coming into its hands which, by the provisions thereof, it is not entitled to retain; and (ii) for its own acts and deeds or acts and deeds of others which it has authorized in violation of the provisions thereof; and (iii) the acts and deeds of affiliates, as a “Borrower,” defined in the Regulatory Agreements, which person or entity it has authorized in violation of the provisions of the Regulatory Agreements. The Owner is to be bound by the Assumed Documents with respect to obligations arising from and Company shall be released after the date hereof, subject to the foregoing limitation of personal liability, from the payment and performance date of any and all obligations of a Borrower and from all other obligations and liabilities of a “Borrower” under this Agreement and each other Loan Document, in each case to the same extent as if it were never a has been an original party hereto or thereto in such capacity. For the avoidance of doubt, after giving effect to the assignment of the obligations of the Company as the Initial Borrower said instruments. c. In reliance on the Closing Date pursuant to Prior Owner’s acknowledgements, representations and warranties in this Section 10.22Agreement, the Merger Mortgagee and the LLC ConversionSecretary jointly and severally hereby release the Prior Owner from all liability arising under or in connection with the Assumed Documents, Company’s sole obligations under this Agreement from and each other Loan Document shall be as “Holdings” hereunder and thereunder (including after the date hereof. If any definition or covenant applicable thereto that applies to Holdings in such capacity). (3) The Successor Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders that all material element of the representations and warranties contained herein as the same relates to Prior Owner is false as of the Successor Borrower date of this Agreement or in the event Prior Owner takes or causes any other party hereto (other than Mortgagee) to take any actions which are in contradiction with the provisions of this Agreement, then the release set forth in this Agreement and each of the other Loan Documents are true and correct in all material respects Paragraph 3 shall be deemed canceled effective as of the Closing Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (4) The Successor Borrower hereby acknowledges that it has reviewed the terms and provisions date of this Agreement and consents heretothe Prior Owner shall remained obligated under the Note, Mortgage and Security Agreement and though there has been no such release. The Successor Borrower acknowledges Further, notwithstanding the foregoing in this Section 3(c), the Prior Owner shall remain liable under said Regulatory Agreements with respect to following matters hereinafter stated, namely: (i) for funds or property for the Project coming into Prior Owner’s hands which, by the provisions thereof, it is not entitled to retain; and (ii) for Prior Owner’s own acts and agrees that each deeds or acts and deeds of others which it has authorized in violation of the Loan Documents to provisions thereof; and (iii) the acts and deeds of affiliates, as defined in the Regulatory Agreements, which it is a party person or otherwise bound shall continue entity Prior Owner has authorized in full force and effect and that all violation of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness provisions of this Agreementthe Regulatory Agreements.