Common use of ASSIGNMENTS AND ASSUMPTIONS Clause in Contracts

ASSIGNMENTS AND ASSUMPTIONS. 2.1 Each of the parties hereto acknowledges and agrees that (i) the Exiting Lenders desire to sell and assign their Revolving Commitments to the New Lenders and to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement, (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Revolving Commitments of the Exiting Lenders and/or increase their existing Revolving Commitments and (iii) the New Lenders desire to purchase and assume portions of the Revolving Commitments of the Exiting Lenders and/or provide new Revolving Commitment and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the Second Amendment Effective Date, each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders and the New Lenders its Revolving Commitment and Revolving Loans which are outstanding on the Second Amendment Effective Date and the New Lenders making Revolving Commitments and the Continuing Lenders increasing their Revolving Commitments shall be deemed to have purchased and assumed the Revolving Commitments and Revolving Loans of the Exiting Lenders, in each case in amounts such that the Revolving Commitments of the Lenders after giving effect thereto shall be as reflected on Schedule 2.1 attached hereto. 2.2 Effective on the Second Amendment Effective Date, (i) each New Lender shall be deemed to be a party to and a “Lender” under the Credit Agreement and shall be bound by all of the terms and provisions applicable to Lenders under the Credit Agreement, (ii) each New Lender shall deliver to the Administrative Agent cash in an amount equal to such New Lender’s Applicable Percentage of the aggregate Revolving Loans outstanding on the Second Amendment Effective Date, (iii) each Continuing Lender whose Applicable Percentage will increase as a result of the operation of Section 2.1 shall deliver to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Applicable Percentage of the aggregate Revolving Loans outstanding on the Second Amendment Effective Date and (iv) the Administrative Agent shall distribute the cash delivered by the New Lenders pursuant to clause (ii) and by the Continuing Lenders pursuant to clause (iii) to the Exiting Lenders and any Continuing Lender whose Applicable Percentage decreases as a result of the Second Amendment, in each case in amounts sufficient to fully repay the principal amount of Revolving Loans owing to such Exiting Lenders as of the Second Amendment Effective Date. 2.3 Upon the Administrative Agent’s receipt of the interest and facility fees required to be paid by the Company on the Second Amendment Effective Date, the Administrative Agent shall distribute to each of the Continuing Lenders and Exiting Lenders their respective pro rata shares of such interest and facility fees based on their respective Applicable Percentages prior to giving effect to this Second Amendment. 2.4 Each Exiting Lender hereby (i) warrants that it is the legal and beneficial owner of the interest being assigned by it pursuant to Section 2.1 free and clear of any adverse claim created by such Exiting Lender and that its Revolving Commitment, and the outstanding balances of its Revolving Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth on Schedule 2.4 attached hereto, and (ii) except as set forth in clause (i), makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of the Borrowers or any Subsidiary or the performance or observance by the Borrowers or any Subsidiary of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. 2.5 Each New Lender and Continuing Lender whose Revolving Commitment will increase as a result of the operation of Section 2.1 (i) represents and warrants that it is legally authorized to enter into this Amendment and to consummate the transactions contemplated by Section 2.1, (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04(a) thereof or delivered pursuant to Section 5.01 thereof and such other documents and information as it has deemed appropriate to make it owns credit analysis and decision to enter into this Amendment and the transactions contemplated by Section 2.1, (iii) will independently and without reliance upon the Administrative Agent, any of the Exiting Lenders 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, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto and (v) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 2.6 Notwithstanding any to the contrary contained in the Credit Agreement, the parties acknowledge and agree that this Article II shall be deemed to satisfy all requirements set forth in Section 9.04 of the Credit Agreement for the assignment and assumption of the Revolving Commitments and related rights and obligations being sold and assigned pursuant hereto, including without limitation, the requirement that a separate Assignment and Assumption be entered into in connection with each such sale and assignment. 2.7 Effective on the Second Amendment Effective Date, the participations in the Letters of Credit under the Credit Agreement shall be adjusted to give effect to any change in the Applicable Percentage of any Lender as a result of this Second Amendment. 2.8 THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXITING LENDERS ARE ENTERING INTO THIS AMENDMENT SOLELY FOR THE PURPOSES OF THIS ARTICLE II AND SHALL NOT BE DEEMED TO BE BOUND BY ANY TERM OR PROVISION OF THIS AMENDMENT OTHER THAN THIS ARTICLE II.

ASSIGNMENTS AND ASSUMPTIONS. 2.1 Each of the parties hereto acknowledges and agrees that (i) the Exiting Lenders desire to sell and assign their Revolving Commitments to the New Lenders and to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement, ; (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Revolving Commitments of the Exiting Lenders and/or increase their existing Revolving Commitments Commitments; and (iii) the New Lenders desire to purchase and assume portions of the Revolving Commitments of the Exiting Lenders and/or provide new Revolving Commitment Commitments and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the Second First Amendment Effective Date, (A) each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders increasing their Commitments (the “Increasing Lenders”) and the New Lenders its Revolving Commitment and Revolving Loans which that are outstanding on the Second First Amendment Effective Date, (B) the Continuing Lenders decreasing their Commitments (the “Decreasing Lenders”) shall be deemed to have sold and assigned to the Increasing Lenders and the New Lenders a portion of their Commitments and Loans that are outstanding on the First Amendment Effective Date and (C) the Increasing Lenders and the New Lenders making Revolving Commitments and the Continuing Lenders increasing their Revolving Commitments shall be deemed to have purchased and assumed the Revolving Commitments and Revolving Loans of the Exiting Lenders and the Decreasing Lenders, in each case in amounts such that the Revolving Commitments of the Lenders after giving effect thereto hereto shall be as reflected on Schedule 2.1 attached hereto. 2.2 Effective on the Second First Amendment Effective Date, (i) each New Lender shall be deemed to be a party to and a “Lender” under the Credit Agreement and shall be bound by all of the terms and provisions applicable to Lenders under the Credit Agreement, ; (ii) each New Lender shall deliver (by wire transfer) to the Administrative Agent cash in an amount equal to such New Lender’s Applicable Percentage of the aggregate Revolving Loans outstanding on the Second First Amendment Effective Date, after giving effect hereto; (iii) each Continuing Increasing Lender whose Applicable Percentage will increase as a result of the operation of Section 2.1 shall deliver (by wire transfer) to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Applicable Percentage of the aggregate Revolving Loans outstanding on the Second First Amendment Effective Date Date; and (iv) the Administrative Agent shall distribute the (by wire transfer) such cash delivered received by it from the New Lenders pursuant to clause (ii) and by the Continuing Increasing Lenders pursuant to clause (iii) to the Exiting Lenders and any Continuing Lender whose Applicable Percentage decreases as a result of the Second AmendmentDecreasing Lenders, in each case in amounts sufficient to repay fully repay the principal amount of Revolving Loans owing to such the Exiting Lenders as of the Second First Amendment Effective Date and to ensure that each such Lender will hold its Applicable Percentage of the aggregate Loans outstanding on the First Amendment Effective Date. 2.3 Upon the Administrative Agent’s receipt of the interest and facility fees required to be paid by the Company Borrower on the Second First Amendment Effective Date, the Administrative Agent shall distribute to each of the Continuing Lenders and Exiting Lenders their respective pro rata shares of such interest and facility fees based on their respective Applicable Percentages prior to giving effect to this Second Amendment. 2.4 Each Exiting Lender and Decreasing Lender hereby (i) warrants that it is the legal and beneficial owner of the interest being assigned by it pursuant to Section 2.1 free and clear of any adverse claim created by such Exiting Lender and that its Revolving Commitment, and the outstanding balances of its Revolving Loans, in each case without giving effect to assignments thereof which that have not become effective, are as set forth on Schedule 2.4 attached hereto; (ii) warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (iiiii) except as set forth in clause clauses (i) and (ii), makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of the Borrowers Borrower or any Subsidiary or the performance or observance by the Borrowers Borrower or any Subsidiary of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. 2.5 Each New Lender and Continuing Increasing Lender whose Revolving Commitment will increase as a result of the operation of Section 2.1 (i) represents and warrants that (A) it is legally authorized to enter into this Amendment and to consummate the transactions contemplated by Section 2.1, ; (iiB) confirms that it is sophisticated with respect to decisions to acquire assets of the type represented by the Commitments and Loans purchased by it pursuant to Section 2.1 and either it or the Person exercising discretion in making its decision to enter into this Amendment and the transactions contemplated by Section 2.1 is experienced in acquiring assets of such type; (C) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04(a3.4(a) thereof or delivered pursuant to Section 5.01 5.1 thereof and such other documents and information as it has deemed appropriate to make it owns credit analysis and decision to enter into this Amendment and the transactions contemplated by Section 2.1; (D) it has, independently and without reliance upon the Administrative Agent, any other Lender or any Exiting Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the transactions contemplated by Section 2.1; and (iiiE) if it is a Foreign Lender, it has previously delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed; (ii) agrees that (A) it will independently and without reliance upon the Administrative Agent, any of the Exiting Lenders other Lender or any other Exiting 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, ; and (ivB) it will perform in accordance with their terms all the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto and (v) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lenderthereto. 2.6 Notwithstanding any anything to the contrary contained in the Credit Agreement, the parties acknowledge and agree that this Article II shall be deemed to satisfy all requirements set forth in Section 9.04 9.4 of the Credit Agreement for the assignment and assumption of the Revolving Commitments Commitments, Loans and related rights and obligations being sold and assigned pursuant hereto, including without limitation, the requirement that a separate Assignment and Assumption be entered into in connection with each such sale and assignment. 2.7 Effective on the Second First Amendment Effective Date, the participations in the Letters of Credit Swingline Loans under the Credit Agreement shall be adjusted to give effect to any change in the Applicable Percentage of any Lender as a result of this Second Amendment. 2.8 THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXITING LENDERS ARE ENTERING INTO THIS AMENDMENT SOLELY FOR THE PURPOSES OF THIS ARTICLE II AND SHALL NOT BE DEEMED TO BE BOUND BY ANY TERM OR PROVISION OF THIS AMENDMENT OTHER THAN THIS ARTICLE II.

ASSIGNMENTS AND ASSUMPTIONS. 2.1 Each (a) Notwithstanding anything to the contrary in Section 2.24 or 2.29 of the Existing Credit Agreement, each of the parties hereto acknowledges and agrees that (ia) certain Initial Revolving Credit Lenders and certain 2024 Extending Revolving Credit Lenders (such Revolving Credit Lenders, the Exiting Lenders “Reducing Lenders”) desire to sell and assign a portion of their Revolving Credit Commitments to the New Lenders (such Revolving Credit Commitments, “Rebalancing Revolving Credit Commitments”) and Revolving Credit Loans (such Revolving Credit Loans, “Rebalancing Revolving Credit Loans”), if any, to certain of other Revolving Credit Lenders (such Lenders, the Continuing Lenders “Increasing 2024 Extending Revolving Credit Lenders”) and certain other financial institutions identified on the signature pages hereto as a “New 2024 Extending Revolving Credit Lender” (such Lenders, the “New 2024 Extending Revolving Credit Lenders” and together with the Increasing 2024 Extending Revolving Credit Lenders, the “Purchasing 2024 Extending Revolving Credit Lenders”) and to be relieved of their obligations under the Amended Credit AgreementAgreement to the extent of their sale and assignment of their Rebalancing Revolving Credit Commitments and Rebalancing Revolving Credit Loans, if any; (iib) certain of the Continuing Increasing 2024 Extending Revolving Credit Lenders desire to purchase and assume certain portions of the Rebalancing Revolving Credit Commitments and Rebalancing Revolving Credit Loans, if any, of the Exiting Reducing Lenders and/or and thereby increase their existing Revolving Commitments Credit Commitments; and (iiic) the New 2024 Extending Revolving Credit Lenders desire to purchase and assume certain portions of the Rebalancing Revolving Credit Commitments and Rebalancing Revolving Credit Loans, if any, of the Exiting Reducing Lenders and/or provide new Revolving Commitment and to become parties to the Amended Credit Agreement. As an administrative convenience and to avoid the necessity that each Reducing Lender, Increasing 2024 Extending Revolving Credit Lender and Purchasing 2024 Extending AMERICAS/2024298233.16 Revolving Credit Lender enter into separate Assignment and AssumptionsAcceptances, the parties hereto acknowledge and agree that effective as of the Second Amendment No. 14 Effective Date, each Exiting Reducing Lender shall be deemed hereby irrevocably sells and assigns to have the Purchasing 2024 Extending Revolving Credit Lenders and each Purchasing 2024 Extending Revolving Credit Lender hereby irrevocably purchases and assumes from each such Reducing Lender, (x) all of such Reducing Lender’s rights and obligations in its capacity as a Revolving Credit Lender under the Amended Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the Revolving Credit Commitments and Revolving Credit Loans, if any, being sold and assigned to by such Reducing Lender, including any guarantees included in such facilities (the Continuing Lenders and the New Lenders its Revolving Commitment and Revolving Loans which are outstanding on the Second Amendment Effective Date and the New Lenders making Revolving Commitments and the Continuing Lenders increasing their Revolving Commitments shall be deemed to have purchased and assumed portion of the Revolving Credit Commitments and Revolving Loans of Credit Loans, if any, being so sold and assigned by such Reducing Lender, the Exiting Lenders“Sold Portion”), in each case in amounts such that the Revolving Credit Commitments of all of the 2024 Extending Revolving Credit Lenders and 2024 Non-Extending Revolving Credit Lenders, after giving effect thereto thereto, shall be as reflected on Schedule 2.1 II attached hereto and (y) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such Reducing Lender (in its capacity as a Lender) against any Person with respect to its Sold Portion, whether known or unknown, arising under or in connection with the Existing Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (x) above (the rights and obligations sold and assigned pursuant to clauses (x) and (y) above being referred to herein collectively as the “Assigned Interests”). Such sale and assignment of the Assigned Interests is without recourse to such Reducing Lender and, except as expressly provided herein, without representation or warranty by such Reducing Lender. (b) In addition to the foregoing assignment and acceptances, each of the parties hereto acknowledges and agrees that certain of the financial institutions identified on the signature pages hereto as a “New 2024 Extending Revolving Credit Lender” shall be added as 2024 Extending Revolving Credit Lenders under the Amended Credit Agreement and the 2024 Extended Revolving Credit Commitments of such New 2024 Extending Revolving Credit Lenders are as reflected on Schedule II hereto. 2.2 Effective on (c) Immediately prior to the Second Amendment No. 14 Effective Date, (i) each New 2024 Extending Revolving Credit Lender shall be deemed to be become a party to and a “2024 Extending Revolving Credit Lender” under the Amended Credit Agreement as if originally named therein as a party and shall be bound by all of the terms and provisions applicable to 2024 Extending Revolving Credit Lenders under the Amended Credit Agreement, (ii) each New Lender shall deliver to the Administrative Agent cash in an amount equal to such New Lender’s Applicable Percentage of the aggregate Revolving Loans outstanding on the Second Amendment Effective Date, (iii) each Continuing Lender whose Applicable Percentage will increase as a result of the operation of Section 2.1 shall deliver to the Administrative Agent cash in an amount sufficient to provide for such Continuing Lender to hold its increased Applicable Percentage of the aggregate Revolving Loans outstanding on the Second Amendment Effective Date and (iv) the Administrative Agent shall distribute the cash delivered by the New Lenders pursuant to clause (ii) and by the Continuing Lenders pursuant to clause (iii) to the Exiting Lenders and any Continuing Lender whose Applicable Percentage decreases as a result of the Second Amendment, in each case in amounts sufficient to fully repay the principal amount of Revolving Loans owing to such Exiting Lenders as of the Second Amendment Effective Date. 2.3 Upon the Administrative Agent’s receipt of the interest (d) Each Reducing Lender (a) represents and facility fees required to be paid by the Company on the Second Amendment Effective Date, the Administrative Agent shall distribute to each of the Continuing Lenders and Exiting Lenders their respective pro rata shares of such interest and facility fees based on their respective Applicable Percentages prior to giving effect to this Second Amendment. 2.4 Each Exiting Lender hereby warrants that (i) warrants that it is the legal and beneficial owner of the interest being assigned by it pursuant to Section 2.1 its Assigned Interest, (ii) its Assigned Interest is free and clear of AMERICAS/2024298233.16 any lien, encumbrance or other adverse claim created by such Exiting Lender and that its Revolving Commitment(iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the outstanding balances of its Revolving Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth on Schedule 2.4 attached heretotransactions contemplated hereby, and (iib) except as set forth in clause (i), 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 Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant theretocollateral thereunder, or (iii) the financial condition of the Borrowers Company, any of its Subsidiaries or Affiliates or any Subsidiary other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers Company, any of its Subsidiaries or Affiliates or any Subsidiary other Person of any of its their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant theretoDocument. 2.5 (e) Each New Purchasing 2024 Extending Revolving Credit Lender and Continuing Lender whose Revolving Commitment will increase as a result of the operation of Section 2.1 (ia) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment Agreement and to consummate the transactions contemplated by Section 2.1hereby and to become a Lender under the Amended Credit Agreement, (ii) confirms that it meets all requirements of an assignee of the Assigned Interest under the Amended Credit Agreement, (iii) to the extent it not a Lender prior to the Amendment No. 14 Effective Date, from and after the Amendment No. 14 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a 2024 Extending Revolving Credit Lender thereunder and shall have the obligations of a 2024 Extending Revolving Credit Lender thereunder, (iv) it has received a copy of the Amended Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04(a) 4.01 thereof or delivered pursuant to Section 5.01 thereof 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make it owns its own credit analysis and decision to enter into this Amendment Agreement and to purchase the transactions contemplated by Section 2.1, (iii) will Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance upon on the Administrative Agent, any of the Exiting Lenders Reducing Lender or any other Lender, and (v) if it is a Non-U.S. Lender, it has delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Reducing Lender 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 AgreementLoan Documents, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto and (vii) agrees that it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a 2024 Extending Revolving Credit Lender. 2.6 (f) Notwithstanding any anything to the contrary contained in the Amended Credit Agreement, the parties acknowledge and agree that this Article II Section 6 shall be deemed to satisfy all requirements set forth in Section 9.04 10.06 of the Amended Credit Agreement for the assignment and assumption acceptance of the Revolving Commitments and related rights and obligations being sold and assigned pursuant hereto, including without limitation, the requirement that a separate Assignment and Assumption be entered into in connection with each such sale and assignment.Reducing ▇▇▇▇▇▇’s Assigned Interest. AMERICAS/2024298233.16 2.7 (g) Effective on the Second Amendment No. 14. Effective Date, the participations in the Letters of Credit under the Amended Credit Agreement shall be adjusted to give effect to any change in the Applicable Percentage Revolving Credit Commitments and Committed Credit Exposure of any Revolving Credit Lender as a result of this Second AmendmentAmendment Agreement. 2.8 THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXITING LENDERS ARE ENTERING INTO THIS AMENDMENT SOLELY FOR THE PURPOSES OF THIS ARTICLE II AND SHALL NOT BE DEEMED TO BE BOUND BY ANY TERM OR PROVISION OF THIS AMENDMENT OTHER THAN THIS ARTICLE II.