Common use of Notice of Assignment Clause in Contracts

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations and the Assigned Commitment to the Agent and hereby instructs the Borrower to make payments with respect to the Assigned Accommodations and the Assigned Commitment directly to the Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Section 11.5 of the Loan Agreement. From and after the Assignment Date, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank under the Loan Agreement. After the Assignment Date, and with respect to all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Assignment Date, then Assignee shall pay over the same to Assignor.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment to the Administrative Agent and hereby instructs the Borrower to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, and the Borrower, and shall have received the assignment fee described in Section 11.5 11.5(c)(iii) of the Loan Agreement, and (ii) the Assignor shall have delivered to the Administrative Agent its Note. From and after the Assignment date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and the Assignor that (i) and (ii) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank under the Loan Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Assignment Effective Date, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrower and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations and Property in accordance with Section 6.3(c)(A) of the Assigned Commitment to the Agent Participation Agreement and hereby instructs the Borrower Administrative Agent, the Lessee and the Lessor to make all payments with respect to the Assigned Accommodations and the Assigned Commitment Property directly to the Agent for Assignee at the benefit of the Assignee as provided in the Loan Agreementapplicable offices specified on Schedule 2 hereto; provided, however, that the Borrower Administrative Agent, the Lessee and the Agent Lessor shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Agent Agents, the other Participants and the Lessee shall have received a copy notice of this Assignment the assignment and Assumption Agreement duly executed by (ii) the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and Lessee shall have received consented in writing thereto to the assignment fee described in extent required by Section 11.5 6.3 of the Loan Participation Agreement. From and after the date (the “Assignment Effective Date”) on which the Administrative Agent shall notify the Lessee and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (x) the Assignee shall be deemed to be a party to the Loan Agreement Operative Documents and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Bank Rent Assignee and/or the Lessor, as applicable, under the Loan AgreementOperative Documents, and (y) the Assignee shall be deemed to have appointed and the Agents to take such action as agent on its behalf and to exercise such powers under the Operative Documents as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, the Administrative Agent and with respect to the Lessee shall make all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor payments in respect of the Assigned Accommodations interest assigned hereby (including payments of principal on the Rent Assignment Interests, Lessor Retained Interest, Lessor Investment, Yield, Fees and the Assigned Commitment shall be paid other amounts) to the Assignee, (b) if . The Assignor and the Assignor receives any payment on account of Assignee shall make all appropriate adjustment in payments under the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued Property for periods prior to the Assignment DateEffective Date hereof directly between themselves. If the Assignee is not a United States Person as defined in Section 7701(a)(30) of the Code, then the Assignee (if legally entitled to do so) shall pay over deliver to the same Administrative Agent and the Lessor and the Lessee herewith the forms required by Section 7.3 of the Participation Agreement to Assignorevidence the Assignee’s complete exemption from United States withholding taxes with respect to payments under the Operative Documents. If the Assignee is a United States Person, the Assignee (if legally entitled to do so) shall deliver to the Administrative Agent and the Lessor and the Lessee herewith an Internal Revenue Service Form W-9 evidencing the Assignee’s exemption from United States backup withholding taxes and any other forms required by Section 7.3 of the Participation Agreement.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment Commitments to the Administrative Agent and hereby instructs the Borrower to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, and the Agent, and, if applicable, Borrower (to the Borrowerextent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent any promissory notes previously issued in respect of all or any portion of the Assigned Commitments or Assigned Loans. From and after the Assignment date (the “Effective Date”) on which the Administrative Agent shall notify the Borrower, the Assignee and the Assignor that (a) and (b) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (ai) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations and Loans or the Assigned Commitment Commitments shall be paid to the Assignee, (bii) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (ciii) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Assignment Effective Date, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrower and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment Commitments to the Administrative Agent and hereby instructs the Borrower Borrowers to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, and the Agent, and, if applicable, Borrowers (to the Borrowerextent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent any promissory notes previously issued in respect of all or any portion of the Assigned Commitments or Assigned Loans. From and after the Assignment date (the “Effective Date”) on which the Administrative Agent shall notify the Borrowers, the Assignee and the Assignor that (a) and (b) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (ai) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations and Loans or the Assigned Commitment Commitments shall be paid to the Assignee, (bii) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (ciii) if the Assignee receives any payment in respect of Obligations of the Borrower Borrowers accrued prior to the Assignment Effective Date, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrowers and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment to the Administrative Agent and hereby instructs the Borrower to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; providedPROVIDED, howeverHOWEVER, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, and the Borrower, and shall have received the assignment fee described in Section 11.5 11.5(c)(iii) of the Loan Agreement, and (ii) the Assignor shall have delivered to the Administrative Agent its Note. From and after the Assignment date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and the Assignor that (i) and (ii) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Assignment Effective Date, then Assignee shall pay over the same to Assignor. The Assignee agrees to deliver to the Borrower and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment Commitments to the Administrative Agent and hereby instructs the Borrower Borrowers to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, and the Agent, and, if applicable, Borrowers (to the Borrowerextent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent its promissory notes. From and after the Assignment date (the “Effective Date”) on which the Administrative Agent shall notify the Borrowers, the Assignee and the Assignor that (a) and (b) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (ai) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations and Loans or the Assigned Commitment Commitments shall be paid to the Assignee, (bii) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (ciii) if the Assignee receives any payment in respect of Obligations of the Borrower Borrowers accrued prior to the Assignment Effective Date, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrowers and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations and the Assigned Commitment to the instructs Administrative Agent and hereby instructs the Borrower to make all payments with respect to the Assigned Accommodations Loans and the Assigned Commitment directly to Assignee at the Agent offices specified in Item 8 on Schedule 1 attached hereto (which shall also be Assignee’s address for the benefit notices pursuant to Section 10.11 of the Assignee as provided in the Loan Credit Agreement; provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Section 11.5 of the Loan Agreement). From and after the Assignment date (the “Effective Date”) on which Administrative Agent shall notify Borrower and Assignor that all consents (if any) required shall have been given, the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Credit Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (ai) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment shall be paid to the Assignee, and (bii) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment that is payable to the AssigneeCommitment, the then Assignor shall promptly deliver such payment to the Assignee. Assignee agrees to deliver to Borrower and Administrative Agent, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued on or prior to the Assignment Date, then such Internal Revenue Service forms as may be required to establish that Assignee shall pay over is entitled to receive payments under the same to AssignorCredit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the -------------------- assignment and assumption of the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Agent for Assignee at the benefit of the Assignee as provided applicable Lending Offices specified in the Loan AgreementItem 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have received a copy of recorded and accepted this Assignment Agreement and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Section 11.5 Assignment Fee required to be paid pursuant to section 11.7 of the Loan Credit Agreement. From and after the Assignment date (the "Effective --------- Date") on which the Administrative Agent shall notify the Borrower and the ---- Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Bank Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan AgreementDocuments as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, and with respect to the Administrative Agent shall make all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued for periods prior to the Assignment Date, then Effective Date hereof directly between themselves. The Assignee shall pay over agrees to deliver to the same Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to Assignorestablish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations and the Assigned Commitment to the instructs Administrative Agent and hereby instructs the Borrower to make all payments with respect to the Assigned Accommodations Loans and the Assigned Commitment directly to Assignee at the Agent offices specified in ITEM 8 on SCHEDULE 1 attached hereto (which shall also be Assignee's address for the benefit notices pursuant to SECTION 10.11 of the Assignee as provided in the Loan Credit Agreement; provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Section 11.5 of the Loan Agreement). From and after the Assignment Datedate (the "EFFECTIVE DATE") on which Administrative Agent shall notify Borrower and Assignor that all consents (if any) required shall have been given, the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Credit Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (ai) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment shall be paid to the Assignee, and (bii) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment that is payable to the AssigneeCommitment, the then Assignor shall promptly deliver such payment to the Assignee. Assignee agrees to deliver to Borrower and Administrative Agent, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued on or prior to the Assignment Date, then such Internal Revenue Service forms as may be required to establish that Assignee shall pay over is entitled to receive payments under the same to AssignorCredit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations Loan and the Assigned Commitment to the Administrative Agent and hereby instructs the Borrower Administrative Agent to make payments with respect to the Assigned Accommodations Loan and the Assigned Commitment directly to the Agent Assignee at the offices specified in Item 6 on Schedule 1 hereto (which shall also be the Assignee's address for the benefit notices pursuant to Section 11.1 of the Assignee as provided in the Loan Agreement); provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests interest so assigned until (i) the Administrative Agent shall have received a copy counterpart of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, Assignee and the Borrower, and (ii) the Assignor shall have received delivered to the assignment fee described Borrower any Notes that shall be subject to such assignment, and (iii) all other conditions set forth in Section 11.5 11.6(b) of the Loan AgreementAgreement have been satisfied, including the receipt by the Administrative Agent of the $2500 administrative fee referred to in clause (iii) thereof. From and after the Assignment date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee, and the Assignor that (i), (ii) and (iii) shall have occurred and all consents (if any) required shall have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to the Assignee as provided herein, shall have the rights and obligations of a Bank under the Loan Agreement. After the Assignment Date, and with respect to all such amounts accrued from the Assignment Effective Date, (a) all interest, principal, fees, fees and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loan and the Assigned Commitment shall be paid to the Assignee, and (b) if the Assignor receives any payment on account of the Assigned Accommodations Loan or the Assigned Commitment that is payable to the AssigneeCommitment, the Assignor shall hold such payment for the benefit of the Assignee and shall promptly deliver such payment it to the Assignee, . The Assignee agrees to deliver to the Borrower and (c) if the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee receives any payment in respect is entitled to receive payments under the Loan Agreement without deduction or withholding of Obligations of the Borrower accrued prior to the Assignment Date, then Assignee shall pay over the same to Assignortax.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment Commitments to the Agent and hereby instructs the Borrower Borrowers to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment Commitments on and after the Assignment Date, directly to the Agent for credit to the benefit Assignee at the offices specified in Item 7 on Schedule I hereto (which shall also be the Assignee’s address for notices pursuant to Section 10.1 of the Assignee as provided in the Loan Credit Agreement); provided, however, that the Borrower Borrowers and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests interest so assigned until (i) the Agent shall have received a copy notice of this Assignment and Assumption Agreement the assignment duly executed by the Assignor, Assignor and the Assignee, Assignee [and the Borrower Agent, and, if applicable, *] and (ii) the Borrower, and Agent shall have received payment in full of the assignment fee described in Section 11.5 10.4 of the Loan Credit Agreement. From and after the Assignment date (the “Effective Date”) on which the Agent shall notify the Borrowers and the Assignor that (i) and (ii) shall have occurred and all consents (if any) required shall have been given, the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Agent, shall have the rights and obligations of a Bank Lender under the Loan Credit Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, fees and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment Commitments shall be paid to the Assignee, and (b) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment that is payable to the AssigneeCommitments, the Assignor shall promptly deliver such payment to the Assignee, . The Assignee agrees to deliver to the Borrowers and (c) if the Agent such Internal Revenue Service forms as may be required to establish that the Assignee receives any payment in respect is entitled to receive payments under the Credit Agreement without deduction or withholding of Obligations of the Borrower accrued prior to tax. The Assignee agrees that, from and after the Assignment Date, then Assignee shall pay over to abide, and be bound by, the same to AssignorCredit Agreement including, without limitation, Article 9 thereof.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment Commitments to the Administrative Agent and hereby instructs the Borrower to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, and the Borrower, and shall have received the assignment fee described in Section 11.5 of the Loan Agreement, and (ii) the Assignor shall have delivered to the Administrative Agent any Notes that shall be subject to the assignment. From and after the Assignment date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and the Assignor that (i) and (ii) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank under the Loan Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment Commitments shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Assignment Effective Date, then Assignee shall pay over the same to Assignor. The Assignee agrees to deliver to the Borrower and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment Commitments to the Administrative Agent and the Parent on behalf of the Borrowers and hereby instructs the Borrower Administrative Agent and the Borrowers, as the case may be, to make all payments with respect to the Assigned Accommodations Loans and the Assigned Commitment Commitments directly to the Agent for Assignee at the benefit of the Assignee as provided in the Loan AgreementApplicable Payment Offices specified on Schedule 2 hereto; provided, however, that the Borrower Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent, the Parent, the Issuing Bank and the Swing Line Lender to the extent required by Section 11.6 of the Credit Agreement, shall have received notice of the assignment, the Parent shall have consented in writing thereto, and the Administrative Agent shall have received a copy of recorded and accepted this Assignment Agreement and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Assignment Fee required to be paid pursuant to Section 11.5 11.6 of the Loan Credit Agreement. From and after the Assignment date (the “Effective Date”) on which the Administrative Agent shall notify the Parent and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Bank Lender under the Loan Agreement. Documents, (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) the Assignor shall, to the extent of the Assigned Commitment, relinquish its rights and be released from its obligations under the Loan Documents.. After the Assignment Effective Date, and with respect to the Administrative Agent shall make all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor payments in respect of the Assigned Accommodations interest assigned hereby (including payments of principal, interest, fees and the Assigned Commitment shall be paid other amounts) to the Assignee, (b) 1 Omit bracketed language if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that no fee is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Assignment Date, then Assignee shall pay over the same to Assignorbeing paid.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Agent for Assignee at the benefit of the Assignee as provided applicable Lending Offices specified in the Loan AgreementItem 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have received a copy of recorded and accepted this Assignment Agreement and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Assignment Fee required to be paid pursuant to Section 11.5 11.7 of the Loan Credit Agreement. From and after the Assignment Datedate (the "EFFECTIVE DATE") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Bank Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan AgreementDocuments as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, and with respect to the Administrative Agent shall make all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued for periods prior to the Assignment Date, then Effective Date hereof directly between themselves. The Assignee shall pay over agrees to deliver to the same Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to Assignorestablish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations and the Assigned Commitment to the Agent and Assignee hereby instructs instruct the Borrower to make payments (i) with respect to the Assigned Accommodations and the Assigned Commitment directly Assignor Loans to the Agent for Assignor in accordance with the benefit of Loan Agreement and (ii) with respect to the Loans made by the Assignee as provided pursuant to the Commitment to the Assignee in accordance with the Loan Agreement; provided, however, that the Borrower and the Agent shall be entitled . The Assignee's address for notices pursuant to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Section 11.5 11.1 of the Loan AgreementAgreement is specified in Item 3 on Schedule 1 hereto. From and after the Assignment Date, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank the Lender under the Loan Agreement. After the Assignment Date, From and with respect to all such amounts accrued from after the Assignment Date, (a) all interest, principal, fees, fees and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations and Commitment (other than in respect of the Assigned Commitment Assignor Loans) shall be paid to the Assignee, and (b) if the Assignor receives any payment on account of the Assigned Accommodations or Commitment (other than in respect of the Assigned Commitment that is payable to the AssigneeAssignor Loans), the Assignor shall promptly deliver such payment to the Assignee. Likewise, and (c) if in the event the Assignee receives any payment in respect on account of Obligations of interest, principal, fees or other amounts relating to the Assignor Loans, the Assignee shall promptly deliver such payment to the Assignor. The Assignee agrees to deliver to the Borrower accrued prior such Internal Revenue Service forms as may be required to establish that the Assignment Date, then Assignee shall pay over is entitled to receive payments under the same to AssignorLoan Agreement without deduction or withholding of tax.

Notice of Assignment. The Each Assignor hereby gives notice to the other parties hereto of the assignment and assumption of the Assigned Accommodations and the Assigned Commitment to the Agent Commitments and hereby instructs the Borrower to make payments with respect to the Assigned Accommodations and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Administrative Agent shall have received a copy counterparts of this Assignment and Assumption Agreement duly executed by the such Assignor, the Assignee, the Agent, and, if applicable, Assignee and the Borrower, and (ii) each Assignor shall have received delivered to the assignment fee described in Section 11.5 of the Loan AgreementAdministrative Agent any Notes that shall be subject to such assignment. From and after the Assignment date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and such Assignor that (i) and (ii) shall have occurred and all consents, if any, required shall have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to the Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Agreement, and the Assignor shall be released from the liabilities of a Lender under the Loan Agreement, to the extent that the rights and obligations thereunder shall have been assigned to the Assignee as provided herein, and the Administrative Agent shall make a record thereof in the Register. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the such Assignor in respect of the Assigned Accommodations and the Assigned Commitment Commitments shall be paid to the Assignee, (b) if the such Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the AssigneeCommitments, the such Assignor shall promptly deliver such payment to the Assignee, and (c) if any notices to the Assignee receives any payment as a Lender under the Loan Agreement shall be sent to it at the address shown in respect of Obligations of Schedule 2 hereto. The Assignee agrees to deliver to the Borrower accrued prior and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignment Date, then Assignee shall pay over is entitled to receive payments under the same to AssignorLoan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment Commitments to the Agent and the Borrower and hereby instructs the Agent and the Borrower to make all payments with respect to the Assigned Accommodations Loans and the Assigned Commitment Commitments directly to the Agent for Assignee at the benefit of the Assignee as provided lending offices specified in the Loan AgreementItem 6 on Schedule 1 hereto; provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Agent and the Borrower shall have received notice of the assignment and the Agent shall have received a copy the processing and recordation fee required to be paid pursuant to Section 10.10 of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the BorrowerCredit Agreement, and (b) the Assignor shall have received delivered to the assignment fee described in Section 11.5 of the Loan AgreementBorrower any Notes that shall be subject to such assignment. From and after the Assignment date (the "Effective Date") on which the Agent shall notify the Borrower and the Assignor that (a) and (b) shall have occurred and all consents (if any) required shall have been given, the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Agent, shall have the rights and obligations of a Bank Lender under the Loan Credit Agreement. After the Assignment Effective Date, , (i) all interest and with respect to all such amounts fees accrued from and after the Assignment Date and all principal and other amounts paid on or after the Assignment Date, (a) all interest, principal, fees, and other amounts in each case that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment Commitments shall be paid to the AssigneeAssignee (collectively, the "Assignee Payments"), and (bii) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the AssigneeAssignee Payments, the Assignor shall promptly deliver such payment to the Assignee. After the Effective Date, (i) all interest and fees accrued prior to the Assignment Date and all principal and other amounts paid prior to the Assignment Date, in each case that would be payable to the Assignor in respect of the Assigned Loans and the Assigned Commitments (collectively, the "Assignor Payments") shall be paid to the Assignor, and (cii) if the Assignee receives any payment in respect of Obligations on account of the Borrower accrued prior Assignor Payments, the Assignee shall promptly deliver such payment to the Assignment Date, then Assignor. The Assignee shall pay over agrees to deliver to the same Borrower and the Agent such Internal Revenue Service forms as may be required to Assignorestablish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives agree to give notice of the -------------------- assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment to the Agent and the Borrower and hereby instructs the Agent and the Borrower to make all payments with respect to the Assigned Accommodations Loans and the Assigned Commitment directly to the Agent for Assignee at the benefit of the Assignee as provided in the Loan Agreementapplicable Lending Offices specified on Schedule 2 hereto; provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent and the Borrower, to the extent required by Section 11.7 of the Credit Agreement, shall have received a copy notice of this Assignment and Assumption Agreement duly executed by the Assignorassignment, the Assignee, the Agent, and, if applicable, the BorrowerBorrower shall have consented in writing thereto, and the Agent shall have recorded and accepted this Agreement and received the assignment fee described in Assignment Fee required to be paid pursuant to Section 11.5 11.7 of the Loan Credit Agreement. From and after the Assignment date (the "Effective Date") on which the Agent shall notify the -------------- Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Agent, shall have the rights and obligations of a Bank Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Agent to take such action as agent on its behalf and to exercise such powers under the Loan AgreementDocuments as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, and with respect to the Agent shall make all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Accommodations Loans and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued for periods prior to the Assignment DateEffective Date hereof directly between themselves. If the Assignee is not a United States Person as defined in Section 7701(a)(30) of the Code, then the Assignee shall pay over deliver herewith the same forms required by Section 2.9(c) of the Credit Agreement to Assignorevidence the Assignee's compete exemption from United States withholding taxes with respect to payments under the Loan Documents.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment to the Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Agent for Assignee at the benefit of the Assignee as provided applicable Lending Offices specified in the Loan AgreementItem 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have received a copy of recorded and accepted this Assignment Agreement and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Assignment Fee required to be paid pursuant to Section 11.5 11.7 of the Loan Credit Agreement. From and after the Assignment date (the "Effective Date") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Bank Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan AgreementDocuments as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, and with respect to the Administrative Agent shall make all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Accommodations Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued for periods prior to the Assignment Date, then Effective Date hereof directly between themselves. The Assignee shall pay over agrees to deliver to the same Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to Assignor.establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax. 178

Notice of Assignment. The Each Assignor hereby gives notice to the other parties hereto of the assignment and assumption of the Assigned Accommodations and the Assigned Commitment to the Agent Commitments and hereby instructs the Borrower to make payments with respect to the Assigned Accommodations and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the such Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Administrative Agent shall have received a copy counterparts of this Assignment and Assumption Agreement duly executed by the such Assignor, the Assignee, the Agent, and, if applicable, such Assignee and the Borrower, and (ii) each Assignor shall have received delivered to the assignment fee described in Section 11.5 of the Loan AgreementAdministrative Agent any Notes that shall be subject to such assignment. From and after the Assignment date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the such Assignee and such Assignor that (i) and (ii) shall have occurred and all consents, if any, required shall have been given, such Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to such Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Agreement, and the Assignor shall be released from the liabilities of a Lender under the Loan Agreement, to the extent that the rights and obligations thereunder shall have been assigned to such Assignee as provided herein, and the Administrative Agent shall make a record thereof in the Register. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the such Assignor in respect of the Assigned Accommodations and the Assigned Commitment Commitments shall be paid to the such Assignee, (b) if the such Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the AssigneeCommitments, the such Assignor shall promptly deliver such payment to the such Assignee, and (c) if any notices to such Assignee as a Lender under the Loan Agreement shall be sent to it at the address shown in Schedule 2 hereto. Each Assignee receives any payment in respect of Obligations of agrees to deliver to the Borrower accrued prior and the Administrative Agent such Internal Revenue Service forms as may be required to establish that such Assignee is entitled to receive payments under the Assignment Date, then Assignee shall pay over the same to AssignorLoan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations and the Assigned Commitment to the instructs Administrative Agent and hereby instructs the Borrower to make all payments with respect to the Assigned Accommodations Loans and the Assigned Commitment directly to Assignee at the Agent offices specified in Item 6 on Schedule 1 attached hereto (which shall also be Assignee’s address for the benefit notices pursuant to Section 10.11 of the Assignee as provided in the Loan Credit Agreement; provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Section 11.5 of the Loan Agreement). From and after the Assignment date (the “Effective Date”) on which Administrative Agent shall notify Borrower and Assignor that all consents (if any) required shall have been given, the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Credit Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (ai) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment shall be paid to the Assignee, and (bii) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment that is payable to the AssigneeCommitment, the then Assignor shall promptly deliver such payment to the Assignee. Assignee agrees to deliver to Borrower and Administrative Agent, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued on or prior to the Assignment Date, then such Internal Revenue Service forms as may be required to establish that Assignee shall pay over is entitled to receive payments under the same to AssignorCredit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment Commitments to the Administrative Agent and hereby instructs the Borrower Borrowers to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, and the Agent, and, if applicable, Borrowers (to the Borrowerextent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent its promissory notes. From and after the Assignment date (the "Effective Date") on which the Administrative Agent shall notify the Borrowers, the Assignee and the Assignor that (a) and (b) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (ai) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations and Loans or the Assigned Commitment Commitments shall be paid to the Assignee, (bii) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (ciii) if the Assignee receives any payment in respect of Obligations of the Borrower Borrowers accrued prior to the Assignment Effective Date, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrowers and the Administrative Agent on or before the Effective Date such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives notice to the Administrative Agent of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment to the Agent Commitments and hereby instructs the Borrower Borrowers to make payments with respect to the Assigned Accommodations Loans and the Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Credit Agreement; provided, however, that the Borrower Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Administrative Agent shall have received a copy counterparts of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the AgentAssignee and Borrowers (if Borrowers’ consent hereto is required), and, if applicableunless receipt thereof is waived by the Administrative Agent, the Borrower, and shall have received the assignment fee described in Section 11.5 of the Loan AgreementCredit Agreement and (ii) the Assignor shall have delivered to the Administrative Agent any Notes that shall be subject to such assignment. From and after the Assignment date (the “Effective Date”) on which the Administrative Agent shall notify Borrowers, the Assignee, and the Assignor that (i) and (ii) shall have occurred and all consents, if any, required shall have been given, the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank Lender under the Loan Credit Agreement. After the Assignment Effective Date, and with respect to all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Accommodations Loans and the Assigned Commitment Commitments shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations Loans or the Assigned Commitment that is payable to the AssigneeCommitment, the Assignor shall promptly deliver such payment to the Assignee, and (c) if any notices to the Assignee receives any payment as a Lender under the Credit Agreement shall be sent to it at the address shown in respect Item 6 of Obligations Schedule 1 hereto. The Assignee agrees to deliver to Borrowers and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of the Borrower accrued prior to the Assignment Date, then Assignee shall pay over the same to Assignortax.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations Loans and the Assigned Commitment to the Agent and the Borrower and hereby instructs the Agent and the Borrower to make all payments with respect to the Assigned Accommodations Loans and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 6 on Schedule 1 hereto, or to the Agent for the benefit account of the Assignee as provided a Lender (in either case, as required by the Loan terms of the Credit Agreement); provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent and the Borrower, to the extent required by Section 11.7 of the Credit Agreement, shall have received a copy notice of this Assignment and Assumption Agreement duly executed by the Assignorassignment, the Assignee, Borrower and the Agent, and, if applicable, the BorrowerAgent shall have consented in writing thereto, and the Agent shall have recorded and accepted this Agreement and received the assignment fee described in Assignment Fee required to be paid pursuant to Section 11.5 11.7 of the Loan Credit Agreement. From and after the date (the "Assignment Effective Date") on which the Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Loan Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Agent, shall have the rights and obligations of a Bank Lender under the Credit Agreement, and (ii) the Assignee shall be deemed to have appointed the Agent to take such action as agent on its behalf and to exercise such powers under the Loan AgreementDocuments as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Assignee agrees that the provisions of Section 10 of the Credit Agreement are hereby incorporated into this Agreement by this reference, as if fully set forth herein at length. After the Assignment Effective Date, and with respect to the Agent shall make all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Accommodations Loans and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued for periods prior to the Assignment Date, then Effective Date hereof directly between themselves. The Assignee shall pay over agrees to deliver to the same Borrower and the Agent such Internal Revenue Service forms as may be required to Assignorestablish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. The Assignor hereby gives agrees to give notice of the assignment and assumption of the Assigned Accommodations Property and the Assigned Commitment to in accordance with Section 6.3(c)(A) of the Agent Participation Agreement and hereby instructs the Borrower Administrative Agent, the Lessee and the Lessor to make all payments with respect to the Assigned Accommodations Property and the Assigned Commitment directly to the Agent for Assignee at the benefit of the Assignee as provided in the Loan Agreementapplicable offices specified on Schedule 2 hereto; provided, however, that the Borrower Administrative Agent, the Lessee and the Agent Lessor shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Agent Agents, the other Participants and the Lessee shall have received a copy notice of this Assignment the assignment and Assumption Agreement duly executed by (ii) the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and Lessee shall have received consented in writing thereto to the assignment fee described in extent required by Section 11.5 6.3 of the Loan Participation Agreement. From and after the date (the “Assignment Effective Date”) on which the Administrative Agent shall notify the Lessee and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (x) the Assignee shall be deemed to be a party to the Loan Agreement Operative Documents and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided hereinin such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Bank Rent Assignee and/or the Lessor, as applicable, under the Loan AgreementOperative Documents, and (y) the Assignee shall be deemed to have appointed and the Agents to take such action as agent on its behalf and to exercise such powers under the Operative Documents as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, the Administrative Agent and with respect to the Lessee shall make all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor payments in respect of the interest assigned hereby (including payments of principal on the Rent Assignment Interests, Lessor Investment, Yield, Fees and other amounts) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustment in payments under the Assigned Accommodations Property and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued for periods prior to the Assignment DateEffective Date hereof directly between themselves. If the Assignee is not a United States Person as defined in Section 7701(a)(30) of the Code, then the Assignee (if legally entitled to do so) shall pay over deliver to the same Administrative Agent and the Lessor and the Lessee herewith the forms required by Section 7.3 of the Participation Agreement to Assignorevidence the Assignee’s complete exemption from United States withholding taxes with respect to payments under the Operative Documents. If the Assignee is a United States Person, the Assignee (if legally entitled to do so) shall deliver to the Administrative Agent and the Lessor and the Lessee herewith an Internal Revenue Service Form W-9 evidencing the Assignee’s exemption from United States backup withholding taxes and any other forms required by Section 7.3 of the Participation Agreement.