Common use of Assumption of Agreements and Obligations Clause in Contracts

Assumption of Agreements and Obligations. Effective as of immediately after the Acquisition and the Mergers on the Closing Date, Assignee hereby expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Loans and the Letters of Credit), covenants, agreements, terms, conditions, duties and liabilities of Assignor as “Parent Borrower” under or with respect to the Credit Agreement, any Notes, any Letters of Credit, and any of the other Loan Documents as fully as if Assignee were originally the obligor in respect thereof and the signatory thereto; provided, however, that Assignor understands and agrees that such assumption shall not be effective with respect to, or in any way obligate Assignee to perform and observe any obligations, covenants, agreements, terms, conditions, duties or liabilities of Assignor under or with respect to this Agreement. At all times after the effectiveness of such assumption, with respect to all Extensions of Credit made to or for the account of Assignor prior to the effectiveness of such assumption, Assignee shall have the obligations of, and Assignor shall no longer be or have the obligations of, the “Parent Borrower” within the meaning of and for all purposes of the Credit Agreement. In addition, at all times after the effectiveness of such assumption, all references to the “Parent Borrower” in the Credit Agreement, any Notes, any Letters of Credit, any of the other Loan Documents and any and all certificates and other documents executed by Assignor in connection therewith shall be deemed to be references to Assignee.

Assumption of Agreements and Obligations. Effective as of immediately after the Acquisition Effective Time, Telex, in consideration of a capital contribution being made on the date hereof by Holdings to Telex and the Mergers on access to the Closing Daterevolving credit facility under the Credit Agreement that will inure to Telex as a result of such assignment, Assignee hereby expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Loans and the Letters of Credit), covenants, agreements, terms, conditions, duties and liabilities of Assignor Holdings, as “Parent successor in interest to Acquisition Co., as "Borrower” " under or and with respect to the Credit Agreement, any Notes, any Letters of Credit, and any of the other Loan Documents and any and all certificates and other documents executed by Holdings or Acquisition Co. in connection therewith as fully as if Assignee Telex were originally the obligor in respect thereof and the signatory thereto; provided, however, that Assignor Holdings understands and agrees that such assumption shall not be effective with respect to, or in any way obligate Assignee Telex to perform and observe any obligations, covenants, agreements, terms, conditions, duties or liabilities of Assignor Holdings under or with respect to this Agreement or the Guarantee and Collateral Agreement. At all times after the effectiveness of such assumption, with respect to all Extensions of Credit made to or for the account of Assignor Acquisition Co. or Holdings prior to the effectiveness of such assumption, Assignee Telex shall have the obligations of, and Assignor Holdings shall no longer be or have the obligations of, the “Parent "Borrower” " within the meaning of and for all purposes of the Credit Agreement. In addition, at all times after the effectiveness of such assumption, all references to the “Parent "Borrower” " in the Credit Agreement, any Notes, any Letters Letter of Credit, any of the other Loan Documents and any and all certificates and other documents executed by Assignor Acquisition Co. or Holdings in connection therewith shall be deemed to be references to AssigneeTelex.

Assumption of Agreements and Obligations. Effective as of immediately after the Acquisition and the Mergers Merger on the Closing Date, Assignee hereby expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Term Loans and the Letters of CreditLC Facility), covenants, agreements, terms, conditions, duties and liabilities of Assignor as “Parent Borrower” under or with respect to the Credit Agreement, any Term Loan Notes, any LC Facility Letters of Credit, Credit and any of the other Loan Documents to which Assignor is a party in its capacity as “Borrower” as fully as if Assignee were originally the obligor in respect thereof and the signatory in the capacity of “Borrower” thereto; provided, however, that Assignor understands and agrees that such assumption shall not be effective with respect to, or in any way obligate Assignee to perform and observe any obligations, covenants, agreements, terms, conditions, duties or liabilities of Assignor under or with respect to this Agreement. At all times after the effectiveness of such assumption, with respect to all Extensions extensions of Credit credit made to or for the account of Assignor prior to the effectiveness of such assumption, Assignee shall have the obligations of, and Assignor shall no longer be or have the obligations of, the “Parent Borrower” within the meaning of and for all purposes of the Credit Agreement. In addition, at all times after the effectiveness of such assumption, all references to the “Parent Borrower” in the Credit Agreement, any Term Loan Notes, any LC Facility Letters of Credit, any of the other Loan Documents and any and all certificates and other documents executed by Assignor in connection therewith shall be deemed to be references to Assignee.

Assumption of Agreements and Obligations. Effective as of immediately after 12:01 A.M. ---------------------------------------- (New York City time) on May 21, 1998 (the Acquisition and the Mergers on the Closing "Effective Date"), Assignee TTC hereby -------------- expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Loans and the Letters of Credit), covenants, agreements, terms, conditions, duties and liabilities of Assignor Holding and Newco as “Parent "Borrower” " under or and with respect to the Credit Agreement, any Notes, any Letters of Credit, and any of the other Loan Credit Documents (other than this Agreement and the Collateral Agreement) and any and all certificates and other documents executed by Holding and Newco in connection therewith as fully as if Assignee TTC were originally the obligor in respect thereof and the signatory thereto; provided, however, that Assignor each of -------- ------- Holding and Newco understands and agrees that such assumption shall not be effective with respect to, or in any way obligate Assignee TTC to perform and observe any obligations, covenants, agreements, terms, conditions, duties or liabilities of Assignor Holding or Newco under or with respect to this Agreement and the Collateral Agreement. At all times after the effectiveness of such assumption, with respect to all Extensions of Credit Loans made to or for the account of Assignor Holding or Newco prior to the effectiveness of such assumption, Assignee TTC shall have the obligations of, and Assignor Holding and Newco shall no longer be or have the obligations of, the “Parent "Borrower” " within the meaning of and for all purposes of the Credit Agreement. In addition, at all times after the effectiveness of such assumption, all references to the “Parent "Borrower” " in the Credit Agreement, any Notes, any Letters Letter of Credit, any of the other Loan Credit Documents and any and all certificates and other documents executed by Assignor Holding and Newco in connection therewith shall be deemed to be references to AssigneeTTC.

Assumption of Agreements and Obligations. Effective as of immediately after the Acquisition and the Mergers Merger on the Closing Date, Assignee hereby expressly assumes, confirms and agrees to perform and observe all of the indebtedness, obligations (including, without limitation, all obligations in respect of the Loans and the Letters of CreditLoans), covenants, agreements, terms, conditions, duties and liabilities of Assignor as “Parent Borrower” under or with respect to the Credit Agreement, any Notes, any Letters of Credit, Senior Interim Loan Notes and any of the other Loan Documents to which Assignor is a party in its capacity as “Borrower” as fully as if Assignee were originally the obligor in respect thereof and the signatory in the capacity of “Borrower” thereto; provided, however, that Assignor understands and agrees that such assumption shall not be effective with respect to, or in any way obligate Assignee to perform and observe any obligations, covenants, agreements, terms, conditions, duties or liabilities of Assignor under or with respect to this Agreement. At all times after the effectiveness of such assumption, with respect to all Extensions extensions of Credit credit made to or for the account of Assignor prior to the effectiveness of such assumption, Assignee shall have the obligations of, and Assignor shall no longer be or have the obligations of, the “Parent Borrower” within the meaning of and for all purposes of the Credit Senior Interim Loan Agreement. In addition, at all times after the effectiveness of such assumption, all references to the “Parent Borrower” in the Credit Senior Interim Loan Agreement, any Senior Interim Loan Notes, any Letters of Credit, any of the other Loan Documents and any and all certificates and other documents executed by Assignor in connection therewith shall be deemed to be references to Assignee.