Common use of Existing Restrictions Clause in Contracts

Existing Restrictions. Certificate of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X., Inc. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each](2) Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities(5) identified below [(including, without limitation, the Letters of Credit and the Swingline Loans included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.

Existing Restrictions. Certificate of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X.Restrictions existing under the MPL LLC Agreement and the MPLI Shareholders’ Agreement, Inc. in each case, referenced in Schedule 6.02. Schedule 6.10 This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each](2) Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities(5) facilities identified below [(includingincluding any letters of credit, without limitationguarantees, the Letters of Credit and the Swingline Loans swingline loans included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor.

Existing Restrictions. Certificate of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X.None. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Inc. MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each](2) Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities(5) facilities identified below [(including, without limitation, the Letters including any letters of Credit credit and the Swingline Loans guarantees included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor.

Existing Restrictions. Certificate Certain accounts with JPMorgan Chase and US Bank are used to hold funds received from federal and state financial aid programs and cannot, under applicable law, be used to pledge or secure any obligations of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X., Inc. the Borrower or any Material Subsidiary. This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each](2) Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities(5) facilities identified below [(including, without limitation, the including any Letters of Credit Credit, Guarantees, and the Swingline Loans included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor.

Existing Restrictions. Certificate of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X.The Indenture. The First Supplemental Indenture to the Indenture, Inc. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of July 15, 2002. Schedule 6.08 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference is made to the Effective Date set forth below Credit Agreement dated as of December 15, 2000 as amended and is entered into by restated through March 6, 2003 (as amended and between [the][each](1) Assignor identified in item 1 below ([the][eacheffect on the date hereof, an] “Assignor”) the "Credit Agreement"), among Valero Logistics Operations, L.P., the Lenders named therein and [the][each](2) Assignee identified in item 2 below ([the][eachJPMorgan Chase Bank, an] “Assignee”)as Administrative Agent for the Lenders. [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not Terms defined herein shall have the meanings given to them in the Credit Agreement identified below (are used herein with the same meanings. The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as amended, restated, amended and restated, supplemented or otherwise modified from time to timeof the Assignment Date set forth on the reverse hereof, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions interests set forth on the reverse hereof (the "Assigned Interest") in Annex 1 attached hereto are hereby agreed to the Assignor's rights and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and obligations under the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities(5) identified below [(including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Swingline Loans included in such facilitiesAssignor on the Assignment Date, as applicable)](6but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent permitted of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be assigned under applicable law, all claims, suits, causes delivered by the Assignee pursuant to Section 2.15(e) of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or duly completed and executed by the loan transactions governed thereby or in any way based on or related to any of the foregoingAssignee, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee/Assignor shall pay the fee payable to herein collectively as [the][an] “Assigned Interest”)the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this This Assignment and AcceptanceAcceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Exhibit A-1 Percentage Assigned of Facility/Commitment (set forth, without representation or warranty by [the][any] Assignor.to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Facility Principal Amount Assigned of all Lenders thereunder) -------------------- ------------------------- ----------------------------------------

Existing Restrictions. Certificate The equity ownership of Designations the Borrower or a Subsidiary in the following joint venture entities is subject to provisions which either (1) provide the other parties to the joint ventures with rights of Series A Fixedfirst refusal or buy/sell rights with respect to such equity ownership, or (2) prohibit using such equity ownership as security for indebtedness: 1. Xxxxx/USG Systems GmbH & Co. KG and Knauf-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X.USG Verwaltungs GmbH, Inc. its general partner 2. USG Middle East, Ltd. (Saudi Arabia) 0. Xxxx Xxxxx Africa (PTY) Ltd. (South Africa) 4. MRC Duracrete Co., Ltd. (Japan) 5. Beltship Management Limited (Bermuda) This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each](2) Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities(5) facilities identified below [(including, without limitation, the Letters of Credit including guarantees and the Swingline Loans swingline loans included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor.

Existing Restrictions. Certificate The equity ownership of Designations the Borrower or a Subsidiary in the following joint venture entities is subject to provisions which either (1) provide the other parties to the joint ventures with rights of Series A Fixedfirst refusal or buy/sell rights with respect to such equity ownership, or (2) prohibit using such equity ownership as security for indebtedness: 1. Xxxxx/USG Systems GmbH & Co. KG and Knauf-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X.USG Verwaltungs GmbH, Inc. its general partner 2. USG Middle East, Ltd. (Saudi Arabia) 0. Xxxx Xxxxx Africa (PTY) Ltd. (South Africa) 4. MRC Duracrete Co., Ltd. (Japan) 5. Beltship Management Limited (Bermuda) 6. Gas Natural Caxitlán, S. de X.X. de C.V. This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each](2) Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities(5) facilities identified below [(including, without limitation, the Letters of Credit including guarantees and the Swingline Loans swingline loans included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor.

Existing Restrictions. Certificate The conditions and restrictions contained in that certain Indenture dated May 22, 2008, between the Borrower and The Bank of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X.New York Trust Company, Inc. N.A., as trustee, including as the same may be amended, supplemented, restated or otherwise modified from time to time. This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each](2) Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities(5) facilities identified below [(includingincluding any letters of credit, without limitationguarantees, the Letters of Credit and the Swingline Loans swingline loans included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor.

Existing Restrictions. Certificate The conditions and restrictions contained in the Indenture, dated May 22, 2008, by and between the Borrower and The Bank of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X.New York Trust Company, Inc. N.A., as trustee, as the same may be amended, supplemented, restated or otherwise modified from time to time. This Assignment and Acceptance Assumption (this the “Assignment and AcceptanceAssumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each](2) Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities(5) facilities identified below [(includingincluding any letters of credit, without limitationguarantees, the Letters of Credit and the Swingline Loans swingline loans included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the][any] the Assignor and, except as expressly provided in this Assignment and AcceptanceAssumption, without representation or warranty by [the][any] the Assignor.