FOR XXXXXXXX CORPORATION. CREDIT AGREEMENT This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between each Assignor identified in Section 1 below (each, an “Assignor”) and Xxxxxxx Sachs Bank USA (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from each Assignor, subject to and in accordance with the Standard Terms and Conditions and the First Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the applicable Assignor’s rights and obligations in its capacity as a Term Lender under the First Lien Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the principal amount of Initial Term Loans identified opposite such Assignor’s name in the table set out in Section 6 below under the caption “Aggregate Amount of Initial Term Loans held immediately prior to the First Amendment Effective Date” and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the applicable Assignor (in its capacity as a Term Lender) against any Person, whether known or unknown, arising under or in connection with the First Lien 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 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Upon ...
FOR XXXXXXXX CORPORATION. Xxxx Xxxxxxx Xxxxxxxx Corporation 000 0xx Xxxxxx Xxxxx Xxxxxxx, XX 00000-0000 Ph: (000)000-0000 fax: (000)000-0000 Email: xxxxxxxx@xxxxxxxxxxxx.xxx 3. For MPCA: Xxxxxx Xxxxxxx Minnesota Pollution Control Agency 000 Xxxxxxxxx Xxxx Xx. Xxxx, MN 55155-4194 ph: (000)000-0000 fax: (000)000-0000 email: xxxxxx.xxxxxxx@xxx.xxxxx.xx.xx 2. For EPA: 4. For Washington County: Xxxxxx Xxxxxxxxx EPA Region 5 00 Xxxx Xxxxxxx Xxxxxxxxx Chicago, IL 60604-3590 Ph: (000)000-0000 fax: (000)000-0000 Email: xxxxxxxxx.xxxxxx@xxx.xxx Xxxxxxx Xxxxxx Washington Cty Dept of Health & Environment 00000 00xx Xxxxxx North XX Xxx 0000 Xxxxxxxxxx, XX 00000-0000 ph: (000)000-0000 fax: (000)000-0000 email: xxxxxx@xx.xxxxxxxxxx.xx.xx If any party desires to change the contact person designated above, the party will provide notice of such change and the name of the new designee to all other parties, stakeholders and interested persons.
