Common use of Master Assignment Clause in Contracts

Master Assignment. (d) Pursuant to the Master Assignment entered into (or deemed entered into) by each Lender in accordance with Section 2 of this Amendment, each Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 Effective Date) to Barclays Bank PLC, as assignee (in such capacity, the “Replacement Lender”) under the Master Assignment (collectively, the “Inbound Assignments”) and, immediately after giving effect to the Inbound Assignments on the Amendment No. 3 Effective Date, the Replacement Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 Effective Date) to the Lenders, as assignees (collectively, the “Outbound Assignments”). Each Lender and each Issuing Bank’s signature page to this Amendment shall be deemed to be it signature page to the Master Assignment. Each of the US Borrower and the Canadian Borrower’s signature page to this Amendment shall be deemed its signature page to the Master Assignment. At the election of the Administrative Agent (in its sole discretion), the Master Assignment (and Schedule I 127751303_7 thereto) may be completed and executed as one or more separate agreements, each with a separate Schedule I. (e) The Lenders hereby irrevocably authorize this Amendment as necessary in order to maintain a single tranche in respect of Revolving Loans or commitments increased or extended pursuant to Section 2.22 of the Existing Credit Agreement and authorize the Administrative Agent and the Lead Borrower to enter into this Amendment. (f) Each Loan Party and each Lender hereby authorizes the Administrative Agent, in consultation with the Lead Borrower, to determine all amounts, percentages and other information with the Register maintained pursuant to Section 9.05(b)(iv) of the Existing Credit Agreement in addition to any allocations or commitments received by the Administrative Agent from any Lender party hereto. After giving effect to the transactions contemplated by this Amendment, the amounts of the “Revolving Loans” and “Commitments” shall be as set forth in this Amendment and the Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts as provided in the immediately preceding sentence and entry thereof in the Register shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers under the Amended and Restated Credit Agreement, in each case, absent manifest error. For the avoidance of doubt, the provisions of Article VIII and Section 9.03 of the Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent pursuant to this Section 3.

Master Assignment. (da) Pursuant to the Master Assignment entered into (or deemed entered into) by each Continuing Lender and each Non-Continuing Lender in accordance with Section 2 of this Amendment, each Continuing Lender and each Non-Continuing Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 2 Effective Date) to Barclays Bank PLC, as assignee (in such capacity, the “Replacement Lender”) under the Master Assignment (collectively, the “Inbound Assignments”) and, immediately after giving effect to the Inbound Assignments on the Amendment No. 3 2 Effective Date, the Replacement Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 2 Effective Date) to the Continuing Lenders, as assignees (collectively, the “Outbound Assignments”). Each Lender and each Issuing Bank’s signature page to this to this Amendment shall be deemed to be it signature page to the Master Assignment. Each of the US Borrower and the Canadian Borrower’s signature page to this Amendment shall be deemed its signature page to the Master Assignment. At the election of the Administrative Agent (in its sole discretion), the Master Assignment (and Schedule I 127751303_7 thereto) may be completed and executed as one or more separate agreements, each with a separate Schedule I. (eb) The Lenders hereby irrevocably authorize Each Lender that does not execute a signature page to this Amendment on or prior to the Amendment No. 2 Effective Date shall be deemed to be a Non-Consenting Lender (as necessary defined in order to maintain a single tranche in respect of Revolving Loans or commitments increased or extended pursuant the Existing Credit Agreement). Pursuant to Section 2.22 2.19(b) of the Existing Credit Agreement and authorize Agreement, such Non-Consenting Lender shall execute or, by virtue of the Administrative Agent and the Lead Borrower Agent’s signature to enter into this Amendment, shall be deemed to have executed, the Master Assignment. (fc) Each Loan Party and each Lender hereby authorizes the Administrative Agent, in consultation with the Lead Borrower, to (i) determine all amounts, percentages and other information with respect to the Revolving Loans and Commitments of each Continuing Lender in a manner consistent with the Amended and Restated Commitment Letter, dated as of February 12, 2021 (the “Commitment Letter”), by and among Barclays Bank PLC and the other financial institutions party thereto as Commitment Parties (as defined therein) and the US Borrower and (ii) enter and complete all such amounts, percentages and other information in the Register maintained pursuant to Section 9.05(b)(iv) of the Existing Amended and Restated Credit Agreement in addition to any allocations or commitments received by the Administrative Agent from any Lender party heretoAgreement, as appropriate. After giving effect to the transactions contemplated by this Amendment, the amounts of the “Revolving Loans” and “Commitments” shall be as set forth in this Amendment and the Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts as provided in a manner consistent with the immediately preceding sentence Commitment Letter and entry thereof in the Register shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers under the Amended and Restated Credit Agreement, in each case, absent manifest error. For the avoidance of doubt, the provisions of Article VIII and Section 9.03 of the Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent pursuant to this Section 3.. ​ ​

Master Assignment. 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 (deach, 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) Pursuant 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 Master Assignment entered into Credit Agreement (or deemed entered intoincluding all amounts which have accrued to but excluding the Fifteenth Amendment Effective Date) as agreed and calculated by each such Exiting Lender and Administrative Agent 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 Loan Documents and (ii) relinquish its rights (provided that it shall still be entitled to the benefits of Section 2 5.01, Section 5.02, Section 5.03 and Section 12.03) and be released from its obligations under the Credit Agreement, as amended hereby, and the other Loan Documents, and (c) the Maximum Credit Amount of this Amendment, each Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 Effective Date) to Barclays Bank PLC, as assignee (in such capacity, the “Replacement Lender”) under the Master Assignment (collectively, the “Inbound Assignments”) and, immediately after giving effect to the Inbound Assignments on the Amendment No. 3 Effective Date, the Replacement Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 Effective Date) to the Lenders, as assignees (collectively, the “Outbound Assignments”). Each Lender and each Issuing Bank’s signature page to this Amendment shall be deemed to be it signature page to the Master Assignment. Each of the US Borrower and the Canadian Borrower’s signature page to this Amendment shall be deemed its signature page to the Master Assignment. At the election of the Administrative Agent (in its sole discretion), the Master Assignment (and Schedule I 127751303_7 thereto) may be completed and executed as one or more separate agreements, each with a separate Schedule I. (e) The Lenders hereby irrevocably authorize this Amendment as necessary in order to maintain a single tranche in respect of Revolving Loans or commitments increased or extended pursuant to Section 2.22 of the Existing Credit Agreement and authorize the Administrative Agent and the Lead Borrower to enter into this Amendment. (f) Each Loan Party and each Lender hereby authorizes the Administrative Agent, in consultation with the Lead Borrower, to determine all amounts, percentages and other information with the Register maintained pursuant to Section 9.05(b)(iv) of the Existing Credit Agreement in addition to any allocations or commitments received by the Administrative Agent from any Lender party hereto. After giving effect to the transactions contemplated by this Amendment, the amounts of the “Revolving Loans” and “Commitments” shall be as set forth on 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 this Amendment and whole or in part, or otherwise, other than the Amended and Restated Credit Agreementwarranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Administrative Agent’s determination of such amounts as provided Agent shall make all appropriate adjustments in the immediately preceding sentence and entry thereof in the Register shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers payments under the Amended and Restated Credit Agreement, in each case, absent manifest errorthe Notes and the other Loan Documents thereunder for periods prior to the Fifteenth Amendment Effective Date. For Each Exiting Lender is executing this Fifteenth Amendment for the avoidance sole purpose of doubt, the provisions of Article VIII evidencing its agreement to Section 5 and Section 9.03 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 Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent pursuant to this Section 3Agreement.

Master Assignment. (da) Pursuant to the Master Assignment entered into (or deemed entered into) by each Continuing Lender and each Non-Continuing Lender in accordance with Section 2 of this Amendment, each Continuing Lender and each Non-Continuing Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 2 Effective Date) to Barclays Bank PLC, as assignee (in such capacity, the “Replacement Lender”) under the Master Assignment (collectively, the “Inbound Assignments”) and, immediately after giving effect to the Inbound Assignments on the Amendment No. 3 2 Effective Date, the Replacement Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 2 Effective Date) to the Continuing Lenders, as assignees (collectively, the “Outbound Assignments”). Each Lender and each Issuing Bank’s signature page to this to this Amendment shall be deemed to be it signature page to the Master Assignment. Each of the US Borrower and the Canadian Borrower’s signature page to this Amendment shall be deemed its signature page to the Master Assignment. At the election of the Administrative Agent (in its sole discretion), the Master Assignment (and Schedule I 127751303_7 thereto) may be completed and executed as one or more separate agreements, each with a separate Schedule I. (eb) The Lenders hereby irrevocably authorize Each Lender that does not execute a signature page to this Amendment on or prior to the Amendment No. 2 Effective Date shall be deemed to be a Non-Consenting Lender (as necessary defined in order to maintain a single tranche in respect of Revolving Loans or commitments increased or extended pursuant the Existing Credit Agreement). Pursuant to Section 2.22 2.19(b) of the Existing Credit Agreement and authorize Agreement, such Non-Consenting Lender shall execute or, by virtue of the Administrative Agent and the Lead Borrower Agent’s signature to enter into this Amendment, shall be deemed to have executed, the Master Assignment. (fc) Each Loan Party and each Lender hereby authorizes the Administrative Agent, in consultation with the Lead Borrower, to (i) determine all amounts, percentages and other information with respect to the Revolving Loans and Commitments of each Continuing Lender in a manner consistent with the Amended and Restated Commitment Letter, dated as of February 12, 2021 (the “Commitment Letter”), by and among Barclays Bank PLC and the other financial institutions party thereto as Commitment Parties (as defined therein) and the US Borrower and (ii) enter and complete all such amounts, percentages and other information in the Register maintained pursuant to Section 9.05(b)(iv) of the Existing Amended and Restated Credit Agreement in addition to any allocations or commitments received by the Administrative Agent from any Lender party heretoAgreement, as appropriate. After giving effect to the transactions contemplated by this Amendment, the amounts of the “Revolving Loans” and “Commitments” shall be as set forth in this Amendment and the Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts as provided in a manner consistent with the immediately preceding sentence Commitment Letter and entry thereof in the Register shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers under the Amended and Restated Credit Agreement, in each case, absent manifest error. For the avoidance of doubt, the provisions of Article VIII and Section 9.03 of the Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent pursuant to this Section 3.

Master Assignment. (da) Pursuant In the event that this Amendment receives the consent of the Required Lenders, but the consent of one or more Existing Lender whose consent is required is not obtained (any such Existing Lender whose consent is not so obtained being referred to as a “Non-Consenting Lender”), then the Borrower hereby requires, with the consent of the Administrative Agent, such Non-Consenting Lender to assign and delegate, without recourse, all its interests, rights and obligations under the Credit Agreement to an assignee that shall assume such obligations. (b) On the Amendment Effective Date, (i) each Non-Consenting Lender is hereby deemed to have sold and assigned, without recourse, to the Master Assignment entered into (or deemed entered into) by each Additional Lender in accordance with Section 2 of this Amendment, each Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 Effective Date) to Barclays Bank PLC, as assignee (in such capacity, the “Replacement Lender”) under the Master Assignment Increasing Lenders (collectively, the “Inbound AssignmentsAssignee Lenders”), and each of the Assignee Lenders shall be deemed to have purchased and assumed from such Non-Consenting Lender (with respect to outstanding Loans at the principal amount thereof), such interests, rights and obligations with respect to the Loans and the Credit Commitments of the Non-Consenting Lenders outstanding under the Credit Agreement on the Amendment Effective Date and (ii) andeach Departing Lender (other than a Non-Consenting Lender) and each Reducing Lender hereby sells and assigns, immediately without recourse, to the Assignee Lenders, and each of the Assignee Lenders hereby purchases and assumes from such Departing Lender or Reducing Lender (with respect to outstanding Loans at the principal amount thereof), such interests, rights and obligations with respect to the Loans and the Credit Commitments of such Departing Lender or Reducing Lender outstanding under the Credit Agreement on the Amendment Effective Date (all such interests, rights and obligations sold, purchased, assigned and assumed under clauses (i) and (ii) to be referred to herein as the “Assigned Interests”), as shall be necessary, in each case of clauses (i) and (ii) above, in order that, after giving effect to all such sales and assignments and purchases and assumptions under clauses (i) and (ii), (x) no Non-Consenting Lender or Departing Lender holds any Loans or Commitments and (y) each of the Inbound Assignments Additional Lender, the Increasing Lenders, the Reducing Lenders and the other Existing Lenders will hold the principal amounts of outstanding Loans and amounts of Commitments set forth on Schedule 2.01 hereto. Such sales and assignments and purchases and assumptions shall be made, or, in the case of sales and assignments by Non-Consenting Lenders, deemed to be made, on the terms set forth in Exhibit A to the Credit Agreement, and shall comply, or, in the case of sales and assignments by Non-Consenting Lenders, deemed to comply, with Sections 9.02(c) and 9.04 of the Credit Agreement, notwithstanding any failure of such sales, assignments, purchases and assumptions to comply with (x) the minimum assignment requirement in Section 9.04(b)(ii)(A) of the Credit Agreement, (y) the requirement to pay the processing and recordation fees referenced in Section 9.04(b)(ii)(C) of the Credit Agreement or (z) any requirement to execute and deliver an Assignment and Assumption in respect thereof. Without limiting the generality of the foregoing, each Non-Consenting Lender is hereby deemed to make, and each of the Additional Lender, the Increasing Lenders and the Reducing Lenders hereby makes, the representations and warranties required to be made under paragraph 1.1 and 1.2 of Exhibit A to the Credit Agreement by an Assignor and Assignee, respectively, with respect to the Assigned Interests being assigned or assumed by such Lender hereunder. (c) On the Amendment No. 3 Effective Date, subject to the Replacement terms and conditions set forth herein, (i) to the extent any Loans are outstanding on such date, each Assignee Lender purchasing and assuming Assigned Interests pursuant to paragraph (b) above shall sell and assign pay the purchase price for such Assigned Interests pursuant to such paragraph (b) (equal to the principal amount of its Existing Revolving any outstanding Loans and Existing Commitments as set forth in Schedule I with respect to the Master Assignment (as completed such Assigned Interest) by wire transfer of immediately available funds to the Administrative Agent on or prior not later than 12:00 Noon (New York City time), (ii) the Borrower shall pay all unpaid interest and fees and other amounts accrued to but excluding the Amendment No. 3 Effective Date) to Date for the Lenders, as assignees (collectively, the “Outbound Assignments”). Each account of each Departing Lender and each Issuing BankNon-Consenting Lender in respect of such Departing Lender’s signature page or Non-Consenting Lender’s Assigned Interests by wire transfer of immediately available funds to this Amendment shall be deemed to be it signature page to the Master Assignment. Each of the US Borrower and the Canadian Borrower’s signature page to this Amendment shall be deemed its signature page to the Master Assignment. At the election of the Administrative Agent not later than 12:00 Noon (in its sole discretion), the Master Assignment New York City time) and (and Schedule I 127751303_7 theretoiii) may be completed and executed as one or more separate agreements, each with a separate Schedule I. (e) The Lenders hereby irrevocably authorize this Amendment as necessary in order to maintain a single tranche in respect of Revolving Loans or commitments increased or extended pursuant to Section 2.22 of the Existing Credit Agreement and authorize the Administrative Agent shall pay to each of the Departing Lenders, Non-Consenting Lenders and the Lead Borrower to enter into this Amendment. (f) Each Loan Party Reducing Lenders selling and each Lender hereby authorizes the Administrative Agent, in consultation with the Lead Borrower, to determine all amounts, percentages and other information with the Register maintained assigning such Assigned Interests pursuant to Section 9.05(b)(ivparagraph (b) above, out of the Existing Credit Agreement in addition to any allocations or commitments amounts received by the Administrative Agent from any Lender party hereto. After giving effect to the transactions contemplated by this Amendment, the amounts of the “Revolving Loans” and “Commitments” shall be as set forth in this Amendment and the Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts as provided in the immediately preceding sentence and entry thereof in the Register shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers under the Amended and Restated Credit Agreement, in each case, absent manifest error. For the avoidance of doubt, the provisions of Article VIII and Section 9.03 of the Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent pursuant to clauses (i) and (ii) of this Section 3paragraph (c), the purchase price for the Assigned Interests assigned by such Departing Lender or Reducing Lender, or deemed to be assigned by such Non-Consenting Lender, pursuant to such paragraph (b) and, to the relevant Departing Lenders and Non-Consenting Lenders only, all unpaid interest and fees and other amounts accrued for the account of each Departing Lender and each Non-Consenting Lender to but excluding the Amendment Effective Date by wire transfer of immediately available funds to the account designated by such Non-Consenting Lender, Departing Lender or Reducing Lender to the Administrative Agent not later than 5:00 p.m. (New York City time) on the Amendment Effective Date. (d) Each of the parties hereto hereby consents to the sales, assignments, purchases and assumptions provided for in paragraphs (b) and (c) above, and agrees that each Increasing Lender and each Reducing Lender shall be a party to the Credit Agreement and, to the extent of (i) the interests purchased by such Increasing Lender pursuant to such paragraphs, (ii) held by such Increasing Lender prior to the Amendment Effective Date and not sold or assigned hereunder and (iii) held by such Reducing Lender prior to the Amendment Effective Date and not sold or assigned hereunder, shall have the rights and obligations of a Lender under the Credit Agreement, as amended by this Amendment.