Common use of XXXXX INCORPORATED Clause in Contracts

XXXXX INCORPORATED. By: /s/ Xxxxxx XxXxxxxx ------------------------- Name: Xxxxxx XxXxxxxx Title: Managing Director Exhibit A CONFORMED AS EXECUTED ---------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of January 29, 1998 Among ACQUISITION CORP. and THE GUARANTORS NAMED HEREIN as Issuers and BT ALEX. XXXXX INCORPORATED as Initial Purchaser 12% Senior Subordinated Notes due 2008 ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of January 29, 1998, among ACQUISITION CORP., a Delaware corporation (the "Company"), as issuer, ATC XXXXXXXX INC., a South Dakota corporation, ATC CONSTRUCTION SERVICES INC., a Massachusetts corporation, ATC ENVIRONMENTAL INC., a Delaware corporation, ATC INSYS TECHNOLOGY INC., a Delaware corporation, ATC MANAGEMENT INC., a South Dakota corporation, ATC NEW ENGLAND CORP., a Delaware corporation, BING YEN & ASSOCIATES, INC., a California corporation, ENVIRONMENTAL WARRANTY INC., a Connecticut corporation, and HYGEIA LABORATORIES INC., a Delaware corporation, as guarantors (the "Guarantors," and together with the Company, the "Issuers"), and BT ALEX. XXXXX INCORPORATED, as initial purchaser (the "Initial Purchaser"). This Agreement is entered into in connection with the Purchase Agreement, dated as of January 22, 1998, among the Issuers and the Initial Purchaser (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchaser of $100,000,000 aggregate principal amount of the Company's 12% Senior Subordinated Notes due 2008 (the "Notes"), guaranteed by the Guarantors (the "Guarantees"). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchaser and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchaser's obligation to purchase the Notes under the Purchase Agreement. The parties hereby agree as follows:

XXXXX INCORPORATED. as Lead Borrower and a Borrower By: /s/ Xxxxxx XxXxxxxx ------------------------- X. Xxxxxxxx Name: Xxxxxx XxXxxxxx X. Xxxxxxxx Title: Managing Director Exhibit A CONFORMED AS EXECUTED ---------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of January 29Vice President Guarantors: X.X. XXXXX ARTS & CRAFTS, 1998 Among ACQUISITION CORPINC. and THE GUARANTORS NAMED HEREIN as Issuers and BT ALEX. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President Agents: XXXXX INCORPORATED as Initial Purchaser 12% Senior Subordinated Notes due 2008 ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of January 29FARGO RETAIL FINANCE, 1998, among ACQUISITION CORP., a Delaware corporation (the "Company")LLC, as issuerAdministrative Agent and Collateral Agent By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President Lenders: XXXXX FARGO RETAIL FINANCE, ATC XXXXXXXX INC., a South Dakota corporation, ATC CONSTRUCTION SERVICES INC., a Massachusetts corporation, ATC ENVIRONMENTAL INC., a Delaware corporation, ATC INSYS TECHNOLOGY INC., a Delaware corporation, ATC MANAGEMENT INC., a South Dakota corporation, ATC NEW ENGLAND CORP., a Delaware corporation, BING YEN & ASSOCIATES, INC., a California corporation, ENVIRONMENTAL WARRANTY INC., a Connecticut corporation, and HYGEIA LABORATORIES INC., a Delaware corporationLLC, as guarantors (the "Guarantors," Lender and together with the CompanySwing Line Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President EXHIBIT A Form of Committed Loan Notice Date: , the "Issuers")To: Xxxxx Fargo Retail Finance, and BT ALEX. XXXXX INCORPORATEDLLC, as initial purchaser (the "Initial Purchaser"). This Agreement Administrative Agent Ladies and Gentlemen: Reference is entered into in connection with the Purchase made to that certain Credit Agreement, dated as of January 2215, 19982009 (as amended, among modified, supplemented or restated and in effect from time to time, the Issuers and the Initial Purchaser (the "Purchase “Credit Agreement"”), which provides by and among (i) X.X. XXXXX INCORPORATED, a Virginia corporation (in such capacity, the “Lead Borrower”), as agent for the sale by Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Company to Lead Borrower, the Initial Purchaser of $100,000,000 aggregate principal amount of the Company's 12% Senior Subordinated Notes due 2008 (the "Notes"“Borrowers”), guaranteed by (ii) the Borrowers, (iii) the Guarantors from time to time party thereto (the "Guarantees"). In order to induce the Initial Purchaser to enter into the Purchase Agreementindividually, a “Guarantor” and, collectively, the Issuers “Guarantors”), (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) XXXXX FARGO RETAIL FINANCE, LLC, as Administrative Agent, Collateral Agent and Swing Line Lender. Capitalized terms used but not defined herein shall have agreed to provide the registration rights meanings set forth in this Agreement for the benefit of the Initial Purchaser and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchaser's obligation to purchase the Notes under the Purchase Credit Agreement. The parties Lead Borrower hereby agree as followsrequests a [Committed Borrowing]1[conversion of Loans from one Type to the other] [continuation of LIBO Rate Loans]: 1. On (a Business Day)2 2. In the amount of $ 3

XXXXX INCORPORATED. By: /s/ Xxxxxx XxXxxxxx ------------------------- Name: Xxxxxx XxXxxxxx Title: Managing Director Exhibit A CONFORMED AS EXECUTED ---------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as $7,500,000.00 January 15, 2009 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and, collectively, the “Borrowers”), jointly and severally promise to pay to the order of January 29XXXXX FARGO RETAIL FINANCE, 1998 Among ACQUISITION CORP. and THE GUARANTORS NAMED HEREIN as Issuers and BT ALEX. XXXXX INCORPORATED as Initial Purchaser 12% Senior Subordinated Notes due 2008 ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights LLC (hereinafter, with any subsequent holders, the “Lender”), at Xxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00), or, if less, the aggregate unpaid principal balance of Loans made by the Lender to or for the account of any Borrower pursuant to the Credit Agreement (this "Agreement") is dated as of January 2915, 19982009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among ACQUISITION CORP.(i) X.X. XXXXX INCORPORATED, a Delaware Virginia corporation (in such capacity, the "Company"“Lead Borrower”), as issuer, ATC XXXXXXXX INC.agent for the Borrowers from time to time party thereto (individually, a South Dakota corporation“Borrower” and, ATC CONSTRUCTION SERVICES INC.collectively with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Guarantors from time to time party thereto (individually, a Massachusetts corporation“Guarantor” and, ATC ENVIRONMENTAL INC.collectively, the “Guarantors”), (iv) the Lenders from time to time party thereto (individually, a Delaware corporation“Lender” and, ATC INSYS TECHNOLOGY INC., a Delaware corporation, ATC MANAGEMENT INC., a South Dakota corporation, ATC NEW ENGLAND CORP., a Delaware corporation, BING YEN & ASSOCIATES, INC., a California corporation, ENVIRONMENTAL WARRANTY INC., a Connecticut corporation, and HYGEIA LABORATORIES INC., a Delaware corporation, as guarantors (the "Guarantors," and together with the Companycollectively, the "Issuers"“Lenders”), and BT ALEX. XXXXX INCORPORATED(v) Xxxxx Fargo Retail Finance, LLC, as initial purchaser (Administrative Agent, Collateral Agent and Swing Line Lender, with interest at the "Initial Purchaser")rate and payable in the manner stated therein. This is a “Note” to which reference is made in the Credit Agreement and is entered into subject to all terms and provisions thereof. The principal of, and interest on, this Note shall be payable at the times, in connection with the Purchase manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Administrative Agent’s books and records concerning the Loans, dated as the accrual of January 22interest thereon, 1998, among the Issuers and the Initial Purchaser (repayment of such Loans, shall, absent manifest error, be prima facie evidence of the "Purchase Agreement"), which provides for the sale by the Company indebtedness to the Initial Purchaser Lender hereunder. No delay or omission by any Agent or the Lender in exercising or enforcing any of $100,000,000 aggregate principal amount such Agent’s or the Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver of any such Event of Default. Each Borrower, and each endorser of this Note, waives presentment, demand, notice, and protest, and also waives any delay on the part of the Company's 12% Senior Subordinated Notes due 2008 holder hereof. Each Borrower assents to any extension or other indulgence (the "Notes")including, guaranteed by the Guarantors (the "Guarantees"). In order to induce the Initial Purchaser to enter into the Purchase Agreementwithout limitation, the Issuers have agreed release or substitution of Collateral) permitted by any Agent and/or the Lender with respect to provide the registration rights set forth in this Agreement for Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Note. This Note shall be binding upon each Borrower, and each endorser hereof, and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Initial Purchaser Lender and its successors, endorsees, and permitted assigns. The liabilities of each Borrower, and of any endorser of this Note, are joint and several, provided, however, the release by any Agent or the Lender of any one or more such Persons shall not release any other Person obligated on account of this Note. Each reference in this Note to any Borrower, and any subsequent holder or holders endorser, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Note may seek contribution from any other Person also obligated unless and until all of the NotesObligations have been paid in full in cash. The execution THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF THE BORROWERS OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO ABOVE. EACH OF THE BORROWERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Each Borrower makes the following waiver knowingly, voluntarily, and delivery intentionally, and understands that the Agents and the Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Agreement is a condition to the Initial Purchaser's obligation to purchase the Notes under the Purchase AgreementNote, are each relying thereon. The parties hereby agree as follows:EACH BORROWER, EACH ENDORSER, AND THE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH BORROWER AND THE LENDER, BY ITS ACCEPTANCE HEREOF, (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

XXXXX INCORPORATED. By: /s/ Xxxxxx XxXxxxxx ------------------------- Name: Xxxxxx XxXxxxxx Title: Managing Director Exhibit A CONFORMED AS EXECUTED ---------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated Except as set forth below, no Default or Event of January 29, 1998 Among ACQUISITION CORPDefault has occurred. and THE GUARANTORS NAMED HEREIN as Issuers and BT ALEX. XXXXX INCORPORATED as Initial Purchaser 12% Senior Subordinated Notes due 2008 ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as [If a Default or Event of January 29, 1998, among ACQUISITION CORP., a Delaware corporation (the "Company"), as issuer, ATC XXXXXXXX INC., a South Dakota corporation, ATC CONSTRUCTION SERVICES INC., a Massachusetts corporation, ATC ENVIRONMENTAL INC., a Delaware corporation, ATC INSYS TECHNOLOGY INC., a Delaware corporation, ATC MANAGEMENT INC., a South Dakota corporation, ATC NEW ENGLAND CORP., a Delaware corporation, BING YEN & ASSOCIATES, INC., a California corporation, ENVIRONMENTAL WARRANTY INC., a Connecticut corporation, and HYGEIA LABORATORIES INC., a Delaware corporation, as guarantors (the "Guarantors," and together with the CompanyDefault has occurred, the "Issuers"following describes the nature of the Default or Event of Default in reasonable detail and the steps, if any, being taken or contemplated by the Loan Parties to be taken on account thereof.] Except as set forth below, (i) all rent owing under the Leases (other than common area or other charges not constituting base rent that are the subject of a good faith dispute or are under review by the Loan Parties), and BT ALEXall obligations and liabilities in respect of Taxes, have been timely paid, (ii) no Loan Party has received notice that any material obligations or liabilities with respect to utilities have not been timely paid, and (iii) no Loan Party has received notice that any obligations or liabilities in respect of insurance premiums have not been timely paid. XXXXX INCORPORATED[If any such obligations and liabilities of the Loan Parties have not been timely paid, as initial purchaser the following describes the details of all past due payments (if any) and the "Initial Purchaser"). This Agreement steps (if any) being taken or contemplated by the Loan Parties to be taken on account thereof.] Reference is entered into in connection with made to the Purchase Credit Agreement, dated as of January 2215, 19982009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) X.X. XXXXX INCORPORATED, a Virginia corporation (in such capacity, the Issuers “Lead Borrower”), as agent for the Borrowers from time to time party thereto (individually, a “Borrower” and, collectively with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Guarantors from time to time party thereto (individually, a “Guarantor” and, collectively, the “Guarantors”), (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) XXXXX FARGO RETAIL FINANCE, LLC, as Administrative Agent, Collateral Agent and Swing Line Lender. Capitalized terms used herein and not defined herein shall have the Initial Purchaser meanings assigned to such terms in the Credit Agreement. (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchaser of $100,000,000 aggregate principal amount of the Company's 12% Senior Subordinated Notes due 2008 “Assignor”) and (the "Notes"), guaranteed by the Guarantors (the "Guarantees"). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchaser and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchaser's obligation to purchase the Notes under the Purchase Agreement. The parties hereby “Assignee”) agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations as a Lender under the Credit Agreement as of the date hereof (including, without limitation, such interest in each of the Assignor’s outstanding Commitments, if any, and the Loans (and related Obligations) owing to it) specified in Section 1 of Schedule I hereto. After giving effect to such sale and assignment, the Assignor’s and the Assignee’s Commitments and the amount of the Loans owing to the Assignor and the Assignee and the amount of Letters of Credit participated in by the Assignor and the Assignee will be as set forth in Section 2 of Schedule I hereto. 2. The Assignor: (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Liens and that it is legally authorized to enter into this Assignment and Assumption; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in, or in connection with, the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto; and (d) confirms, in the case of an Assignee who is not a Lender, an Affiliate of a Lender, or an Approved Fund, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the Assignor subject to this Assignment and Assumption, is not less than $10,000,000.00, or, if less, the entire remaining amount of the Assignor’s Commitment and the Loans at any time owing to it, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 3. The Assignee: (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (b) agrees that it will, independently and without reliance upon any Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which, by the terms of the Credit Agreement, are required to be performed by it as a Lender; (e) specifies as its lending office (and address for notices) the office set forth beneath its name on the signature pages hereof; (f) agrees that, if the Assignee is a Foreign Lender entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, the Assignee shall deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) whichever of the following is applicable: (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (ii) duly completed copies of Internal Revenue Service Form W-8ECI, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN, or (iv) any other form prescribed by applicable Law as a basis for claiming exemption from, or a reduction in, United States Federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Lead Borrower to determine the withholding or deduction required to be made; and (g) represents and warrants that it is an Eligible Assignee. 4. Following the execution of this Assignment and Assumption by the Assignor and the Assignee, it will be delivered, together with a processing and recordation fee in the amount, if any, required as set forth in Section 10.06 to the Credit Agreement, to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Assumption shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule I hereto (the “Effective Date”). 5. Upon such acceptance and recording by the Administrative Agent and, to the extent required by Section 10.06(b)(iii) of the Credit Agreement, consent by the Administrative Agent, the Lead Borrower, the L/C Issuer and/or the Swing Line Lender, as applicable (such consent not to be unreasonably withheld or delayed), from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned by this Assignment and Assumption, shall have the rights and obligations of a Lender under the Credit Agreement, and (b) the Assignor shall, to the extent of the interest assigned by this Assignment and Assumption, be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves. 7. This Assignment and Assumption shall be governed by, and be construed in accordance with, the laws of the State of New York.