Common use of Master Assignment Clause in Contracts

Master Assignment. The Lenders have agreed among themselves to reallocate the Commitments. Each of the Administrative Agent and the Borrower hereby consents to the reallocation of the Commitments. The assignments by the Assignor necessary to effect the reallocation of the Commitments and the assumptions by each Assignee necessary for such Assignee to acquire its respective interest are hereby consummated pursuant to the terms and provisions of this Section 2 of this Agreement and Section 9.7 of the Credit Agreement, and the Borrower, the Administrative Agent, the Assignor and each Assignee, hereby consummates such assignment and assumption pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date, as defined therein, being the Effective Date hereof). On the Effective Date and after giving effect to such assignments and assumptions, the Commitments of the Assignor and each Assignee shall be as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. Each Lender hereby consents and agrees to the Commitments as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 of this Agreement and Section 9.7 of the Credit Agreement, this Section 2 of this Agreement shall control.

Master Assignment. The Lenders have agreed among themselves to reallocate the Commitments. Each of the Administrative Agent and the Borrower hereby consents to the reallocation of the Commitments. The assignments by each Lender whose Pro Rata Share of the Assignor Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) necessary to effect the reallocation of the Commitments and the assumptions by each Assignee Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Assignee” and, collectively, the “Assignees”) necessary for such Assignee to acquire its respective interest are hereby consummated pursuant to the terms and provisions of this Section 2 of this Agreement and Section 9.7 of the Credit Agreement, and the Borrower, the Administrative Agent, the each Assignor and each Assignee, hereby consummates such assignment and assumption pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date, as defined therein, being the Effective Date hereof). On the Effective Date and after giving effect to such assignments and assumptions, the Commitments of the each Assignor and each Assignee shall be as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. Each Lender hereby consents and agrees to the Commitments as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 of this Agreement and Section 9.7 of the Credit Agreement, this Section 2 of this Agreement shall control.

Master Assignment. The Lenders have agreed among themselves to reallocate the Commitments. Each of Xxxxx Fargo Bank, N.A., Capital One, National Association, Iberiabank, Bank of America, N.A. and The Bank of Nova Scotia, as a Lender (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to JPMorgan Chase Bank, N.A. as a Lender (the “Remaining Lender”), and the Remaining Lender hereby purchases, accepts and assumes all of each such Exiting Lender’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto under the Credit Agreement (including any Letters of Credit) such that, on the Fifteenth Amendment Effective Date, (a) such Remaining Lender shall pay such Exiting Lender in full for all amounts owing to it under the Credit Agreement (including all amounts which have accrued to but excluding the Fifteenth Amendment Effective Date) as agreed and calculated by such Exiting Lender and Administrative Agent and the Borrower hereby consents to the reallocation of the Commitments. The assignments by the Assignor necessary to effect the reallocation of the Commitments and the assumptions by each Assignee necessary for such Assignee to acquire its respective interest are hereby consummated pursuant to the terms and provisions of this Section 2 of this Agreement and Section 9.7 of in accordance with the Credit Agreement, (b) such Exiting Lender shall (i) cease to be a Lender under the Credit Agreement, as amended hereby, and the Borrower, the Administrative Agent, the Assignor Loan Documents and each Assignee, hereby consummates such assignment and assumption pursuant (ii) relinquish its rights (provided that it shall still be entitled to the termsbenefits of Section 5.01, provisions Section 5.02, Section 5.03 and representations of the Assignment Section 12.03) and Assumption attached as Exhibit A to be released from its obligations under the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective DateAgreement, as defined thereinamended hereby, being and the Effective Date hereof). On other Loan Documents, and (c) the Effective Date and after giving effect to such assignments and assumptions, the Commitments Maximum Credit Amount of the Assignor and each Assignee Lender shall be as set forth on Schedule Annex I hereto. The foregoing assignments, transfers and conveyances are without recourse to each such Exiting Lender and without any representations or warranties whatsoever by Administrative Agent, the Issuing Bank or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, or otherwise, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Administrative Agent shall make all appropriate adjustments in payments under the Credit Agreement, the Notes and the other Loan Documents thereunder for periods prior to the Fifteenth Amendment Effective Date. Each Exiting Lender is executing this Fifteenth Amendment for the sole purpose of evidencing its agreement to Section 5 and Section 6 hereof. The parties hereto agree that the assignments and transfers hereunder shall be deemed for all purposes to comply with Section 12.04 of the Credit Agreement, as amended by this Agreement. Each Lender hereby consents and agrees to the Commitments as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 of this Agreement and Section 9.7 of the Credit Agreement, this Section 2 of this Agreement shall control.

Master Assignment. The Lenders have agreed among themselves to reallocate the Commitments. Each of Lender whose Pro Rata Share is decreasing in connection herewith is an “Assignor” (collectively, the Administrative Agent “Assignors”) and each Lender whose Pro Rata Share is increasing in connection herewith is an “Assignee” (collectively, the Borrower hereby consents to the reallocation of the Commitments“Assignees”). The assignments by the each Assignor necessary to effect the reallocation of the Commitments and the assumptions by each Assignee necessary for such Assignee to acquire its respective interest are hereby consummated pursuant to the terms and provisions of this Section 2 of this Agreement and Section 9.7 10.7 of the Credit Agreement, and the Borrower, the Administrative Agent, the Assignor Issuing Lender, each Assignor, and each Assignee, Assignee hereby consummates such assignment and assumption pursuant to the terms, provisions provisions, and representations of the Form of Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date, as defined therein, being the Effective Date hereof). On the Effective Date Date, and after giving effect to such assignments and assumptions, the Commitments and Pro Rata Shares of the Assignor and each Assignee Lenders shall be as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. Each Lender hereby consents and agrees to the Commitments Commitment and Pro Rata Share as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. Each of the Administrative Agent, the Issuing Lender, and the Borrower hereby consents to the reallocation of the Commitments as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 of this Agreement and Section 9.7 10.7 of the Credit Agreement, this Section 2 of this Agreement shall control.