Common use of ASSIGNMENTS AND ASSUMPTIONS Clause in Contracts

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lenders hereby sell and assign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment Effective Date, such interests in the Existing Lenders' rights and obligations (a) to the Existing Credit Agreement pursuant to Subpart 2.1. Each Existing Lender hereby represents and warrants that it is the lawful owner of its interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on August 7, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Agent 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, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the fee letter dated July 16, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lenders hereby sell and assign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment Effective Date, such interests in the Existing Lenders' rights and obligations (a) No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of this Section 18-1, (ii) by way of participation in accordance with the provisions of Section 18-2, or (iii) by way of pledge or assignment of a security interest subject to the Existing Credit Agreement pursuant restrictions of Section 18-3 (and any other attempted assignment or transfer by any party hereto shall be null and void). Except as provided herein, each Lender (in this Section 18-1, an “Assigning Lender”) may assign to Subpart 2.1. Each Existing Lender hereby represents and warrants one or more Eligible Assignees (in this Section 18-1, each an “Assignee Lender”) all or a portion of that it is the lawful owner of its interests being assigned herebyLender’s interests, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under this Agreement (including all or a portion of its Commitments and Loans), provided that the Existing Credit Agreement on August 7, 1998, parties comply with the provisions of Section 2-23 (as supplemented and modified herein) and the following provisions: (i) in the amounts case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; (ii) concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether the minimum amount required by Section 2-23 of this Agreement has been met; (iii) the parties to such assignment shall execute and deliver to the Agent, for recording in accordance the Register, an Assignment and Acceptance substantially in the form of EXHIBIT 18-1, annexed hereto, together with an Administrative Questionnaire for the instructions Assignee Lender; (iv) the Assigning Lender shall deliver to the Agent, with such Assignment and Acceptance, any applicable Note held by the subject Assigning Lender and the Agent’s processing fee of $3,500.00, provided, however, no such processing fee shall be due where the Assigning Lender is one of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; Initial Lenders. (b) confirms that it has received Upon the execution, delivery, acceptance and recording by the Agent of such Assignment and Acceptance, from and after the effective date specified therein, the Eligible Assignee thereunder shall be a copy party to this Agreement and this Agreement and, to the extent of the Credit interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and this Agreement, together with copies of and the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Agent or any other Assigning 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, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. Each Existing Lender thereunder shall, to the extent of the interests interest assigned herebyby such Assignment and Assumption, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records this Agreement and record this Agreement (and, in the Register case of an Assignment and Assumption covering all of the information relating Assigning Lender’s rights and obligations under this Agreement, such Assigning Lender shall cease to be a party thereto and hereto) but shall continue to be entitled to the assignments benefits of this Agreement with respect to facts and assumptions effected pursuant circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Part III and as required by Agreement that does not comply with this Section 11.3(c). The Agent hereby agrees (i) that no transfer fee 18-1 shall be payable under treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the fee letter dated July 16, 199818-2.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lenders hereby sell and assign, without recourse, (i) Subject to the New Lendersconditions set forth in paragraph (c)(ii) below, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment Effective Date, such interests in the Existing Lenders' rights and obligations any Lender may assign to one or more Persons (aother than an Ineligible Institution) to the Existing Credit Agreement pursuant to Subpart 2.1. Each Existing Lender hereby represents and warrants that it is the lawful owner all or a portion of its interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under this Agreement (including all or a portion of its Commitment and the Existing Credit Agreement on August 7Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Authority, 1998provided that the Authority shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Authority shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent. (ii) Assignments shall be subject to the following additional conditions: (A) except in the amounts case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than unless each of the Authority and the Administrative Agent otherwise consent, provided that no such consent of the Authority shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of ; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Authority and its Related Parties or its respective securities) will be made available and who may receive such information in accordance with the instructions assignee’s compliance procedures and applicable laws, including federal and state securities laws. For the purposes of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof10.7(c), the financial statements delivered pursuant to Section 7.1 thereof, if any, terms “Approved Fund” and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon “Ineligible Institution” have the Existing Lenders, the Agent 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, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the fee letter dated July 16, 1998.following meanings:

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lenders hereby sell and assign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment Effective Date, such interests in the Existing Lenders' rights and obligations (a) Except as provided herein, each Lender (in this Section 16.1(a), an "Assigning Lender") may assign to the Existing Credit Agreement pursuant to Subpart 2.1. Each Existing Lender hereby represents and warrants one or more Eligible Assignees (in this Section 16.1(a), each an "Assignee Lender") all or a portion of that it is the lawful owner of its interests being assigned herebyLender's interests, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under this Agreement and the Existing Credit Agreement on August 7, 1998, in Loan Documents (including all or a portion of its Commitment) and the amounts and in accordance with the instructions same portion of the Agent. Loans at the time owing to it, and of the Note held by the Assigning Lender, provided that: (i) The Administrative Agent (and, if no Event of Default then exists, the Lead Borrower) shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but may be withheld if the proposed assignment would result in any resulting Lender's having a Dollar Commitment of less than the "minimum hold" amount specified in Section 16.1(a)(iii), provided that any assignment complying with all other terms of this Section 16(a) to a Person then a Lender or an affiliate thereof shall not be subject to the prior consent of the Lead Borrower. (ii) Each New such assignment shall be of a constant, and not a varying, percentage of all the Assigning Lender's rights and obligations under this Agreement; provided that a Lender that is both a Revolving Credit Lender and a Term Loan Lender may treat its Revolving Credit Commitment and its Term Loan separately for purposes of assignments. (aiii) represents and warrants that it is legally authorized to enter into this Amendment; Following the effectiveness of such assignment, the Assigning Lender's Commitment (if not an assignment of all of the Assigning Lender's Commitment) shall not be less than $10,000,000.00. (b) confirms that it has received a copy Notwithstanding the foregoing, at any time when no Default or Event of Default exists, Fleet Retail Finance Inc. may not assign any of its Commitment if, following the Credit Agreement, together with copies effectiveness of the financial statements referred to in Section 5.1(c) thereofsuch assignment, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Agent 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, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it Administrative Agent's Commitment is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the fee letter dated July 16, 1998less than $60,000,000.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lenders hereby sell and assign, without recourse, (i) Subject to the New Lendersconditions set forth in paragraph (c)(ii) below, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment Effective Date, such interests in the Existing Lenders' rights and obligations any Lender may assign to one or more Persons (aother than an Ineligible Institution) to the Existing Credit Agreement pursuant to Subpart 2.1. Each Existing Lender hereby represents and warrants that it is the lawful owner all or a portion of its interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under this Agreement (including all or a portion of its Commitment and the Existing Credit Agreement on August 7Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Authority, 1998provided that the Authority shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Authority shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent. (ii) Assignments shall be subject to the following additional conditions: (A) except in the amounts case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than unless each of the Authority and the Administrative Agent otherwise consent, provided that no such consent of the Authority shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of ; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Authority and its Related Parties or its respective securities) will be made available and who may receive such information in accordance with the instructions assignee’s compliance procedures and applicable laws, including federal and state securities laws. For the purposes of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof10.7(c), the financial statements delivered pursuant to Section 7.1 thereof, if any, terms “Approved Fund” and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon “Ineligible Institution” have the Existing Lenders, the Agent 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, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the fee letter dated July 16, 1998.following meanings:

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lenders hereby sell At the Closing, upon the terms and assign, without recourse, subject to the New Lendersconditions of this Agreement, and concurrent with and subject to the New Lenders hereby sale and purchase and assume, without recourse, from of the Existing LendersTransferred Assets, effective as of the Amendment Effective Closing Date, such interests in the Existing Lenders' rights and obligations: (a) Seller and Purchaser shall execute and deliver the Assignment and Assumption Agreement, pursuant to which Seller shall transfer to Purchaser, all rights, title and interest in and to the Existing Credit Agreement pursuant to Subpart 2.1. Each Existing Lender hereby represents Transferred Assets (or the Repaired Unavailable Vessel and warrants that it is Related Assets for Supplemental Closings) and Purchaser shall accept the lawful owner assignment of its interests being assigned hereby, free the Transferred Assets and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights assume all liabilities and obligations of Seller under the Existing Credit Agreement on August 7Assumed Liabilities (or the Unavailable Vessel Assumed Liabilities for Supplemental Closings) (for the purpose of clarity, 1998except for the Assumed Liabilities and other liabilities expressly assumed by Purchaser under this Agreement, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it Purchaser is legally authorized to enter into assuming no other liabilities under this Amendment; Agreement, including any Retained Liabilities); (b) confirms that it has received Seller shall use its commercially reasonable efforts to deliver a copy consent of each relevant Counter-Party to the assignment of each of the Credit AgreementAssumed Contracts from Seller to Purchaser; provided, together with copies however, that if any of the financial statements referred Assumed Contracts is not assignable by its terms or a consent to in Section 5.1(cthe assignment of such Assumed Contracts cannot be obtained, then (i) thereofwith respect to any Time Charter, simultaneous with the financial statements delivered Closing, Purchaser shall time charter the Vessels subject to such non-assigned Time Charters to Seller pursuant to Section 7.1 thereofa Back-to-Back Charter and, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Agent 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, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated subject to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Crewman Agreement and will ▇▇▇▇▇▇▇ Agreements, Seller shall thereunder perform such non-assigned Time Charter in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. Each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments name of Seller and assumptions effected pursuant to this Part III on Purchaser’s behalf and as required by Section 11.3(c). The Agent hereby agrees (i) that no transfer fee all obligations, benefits, and rights derived thereunder shall be payable under Section 11.3(b) for the account of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III Purchaser until expiration of such non-assigned Time Charter; and (ii) with respect to pay to each New Lender its portion any Assumed Contracts other than the Time Charters, (A) the performance of this Section 4.2 and execution and delivery of the upfront fee Assignment and Assumption Agreement with respect to such non-assigned Assumed Contract shall cease to be a condition to either Party’s obligations under this Agreement, (B) Seller shall provide Purchaser with the economic benefits and risks thereof until such non-assigned Assumed Contract expires or consent or an alternative arrangement is obtained on terms that are substantially similar to Purchaser in both operational and economic respects, (C) Seller shall continue to use its commercially reasonable efforts to obtain the consent and (D) Seller shall, at the request and expense of Purchaser, enforce in a reasonable manner as set forth in the fee letter dated July 16directed by Purchaser, 1998any and all rights of Seller under any such non-assigned Assumed Contract.