Common use of Effectiveness of Assignment Clause in Contracts

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if required, the Borrower, and (b) the payment to the Assignor of the amounts owing by the Assignee pursuant to Section 2. hereof and (c) the payment to the Administrative Agent of the amounts owing by the Assignor pursuant to Section 3. hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its retained Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, and if required under Section 12.5.(d) of the Swingline LenderCredit Agreement, the Issuing Bank and if required, the BorrowerBorrowers, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, and if required under Section 12.5.(d) of the Swingline LenderCredit Agreement, the Issuing Bank and if required, the BorrowerBorrowers, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its retained Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, and if required under Section 12.5(b)(iii) of the Swingline LenderCredit Agreement, the Issuing Bank and if required, the BorrowerBorrowers, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, and if required under Section 12.5.(d) of the Swingline LenderCredit Agreement, the Issuing Bank and if required, the BorrowerBorrowers, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its retained Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(b) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder to the extent of the Assigned Loan and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Loan; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its CommitmentLoan.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, and if required under Section 12.5(d) of the Swingline LenderCredit Agreement, the Issuing Bank and if required, the BorrowerBorrowers, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its retained Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5. of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder to the extent of the Assigned Loan and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Loan; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its CommitmentLoan.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(b) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement with respect to the Assigned Commitment and, to the extent provided in this Agreementthereof, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreementof the Assigned Commitment, relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its retained Commitment.

Effectiveness of Assignment. This Agreement, and the --------------------------- assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided, -------- however, that if the Assignor does not assign its entire interest under the Loan ------- Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment Assignment and assumption Acceptance Agreement contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Credit Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative AgentAgents, and if required under Section 12.5(d) of the Credit Agreement, the Swingline Lender, the Issuing Bank and if required, the BorrowerCompany, and (b) the payment to the Assignor of the amounts owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Syndication Agent of the amounts owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative AgentAgents, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, and if required under Section 12.5(d) of the Swingline LenderCredit Agreement, the Issuing Bank and if required, the BorrowerBorrowers, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Term Loan Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Term Loan Agreement with respect to the Assigned Loan and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Term Loan Agreement) and be released from its obligations under the Credit Term Loan Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its CommitmentTerm Loan.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Credit Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, and if required under Section 12.5(d) of the Swingline LenderCredit Agreement, the Issuing Bank and if required, the BorrowerBorrowers, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and 107 have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Interest and have the rights and obligations of a Lender thereunder to the extent of the Assigned Interest and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Interest; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment[Commitment and] Term Loans.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5. of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement andAgreement, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10. of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and 109306584\V-7 US_ACTIVE\122555645\V-4 delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 13.5.(d) of the Term Loan Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Term Loan Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 13.10. of the Credit Term Loan Agreement) and be released from its obligations under the Credit Term Loan Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Construction Loan Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Construction Loan Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 12.10, of the Credit Construction Loan Agreement) and be released from its obligations under the Credit Construction Loan Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and 176 acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, with respect to the extent provided in this Agreement, Assigned Commitment and have the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and (ii) the Assignor shall, to the extent provided in this Agreement, shall relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit AgreementAgreement with respect to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its retained Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of Exhibit A-3 the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank Agent and if requiredrequired under Section 12.6(c) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 12.11 of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Issuing Lender and the Swingline Lender, the Issuing Bank and if required, the Borrower, Lender and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the A/75654283.4 payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its retained Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Issuing Lender and the Swingline Lender, the Issuing Bank and if required, the Borrower, Lender and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the Exh A-3 A/75654283.4 payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 12.10 of the Credit Agreement) and be released from its obligations under the Credit Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its retained Commitment. Section 10.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 13.5.(d) of the Loan Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Loan Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 13.10. of the Credit Loan Agreement) and be released from its obligations under the Credit Loan Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.

Effectiveness of Assignment. This Agreement, and the assignment and assumption contemplated herein, shall not be effective until (a) this Agreement is executed and delivered by each of the Assignor, the Assignee, the Administrative Agent, the Swingline Lender, the Issuing Bank and if requiredrequired under Section 13.5.(d) of the Term Loan Agreement, the Borrower, and (b) the payment to the Assignor of the amounts amounts, if any, owing by the Assignee pursuant to Section 2. 2 hereof and (c) the payment to the Administrative Agent of the amounts amounts, if any, owing by the Assignor pursuant to Section 3. 3 hereof. Upon recording and acknowledgment of this Agreement by the Administrative Agent, from and after the Assignment Date, (i) the Assignee shall be a party to the Credit Term Loan Agreement and, to the extent provided in this Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Agreement, relinquish its rights (except as otherwise provided in Section 13.11 13.10. of the Credit Term Loan Agreement) and be released from its obligations under the Credit Term Loan Agreement; provided, however, that if the Assignor does not assign its entire interest under the Loan Documents, it shall remain a Lender entitled to all of the benefits and subject to all of the obligations thereunder with respect to its Commitment.