Common use of Lender Assignment Clause in Contracts

Lender Assignment. (a) For an agreed consideration, TD Bank, N.A. (the “Assignor”) hereby irrevocably sells and assigns to The Toronto-Dominion Bank, New York Branch (the “Assignee”), and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Credit Agreement and the Standard Terms and Conditions set forth in Annex 1 to Exhibit A to the Credit Agreement, which are hereby incorporated by reference and apply mutatis mutandis hereto (the “Standard Terms and Conditions”), as of the Amendment Effective Date (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto (including without limitation any letters of credit), and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the 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, but not limited to, 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 (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Section 10 and in the Standard Terms and Conditions, without representation or warranty by the Assignor. (b) The sale and assignment set forth in clause (a) above (i) shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption, and no other documents or instruments shall be, or shall be required to be, executed in connection with such sale and assignment (all of which are hereby waived), and (ii) shall satisfy the assignment provisions of Section 8.08 of the Credit Agreement.

Lender Assignment. (a) For an agreed consideration, TD Bank, N.A. (the “Assignor”) hereby irrevocably sells and assigns to The Toronto-Dominion Bank, New York Branch (the “Assignee”), and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Credit Agreement and the Standard Terms and Conditions set forth in Annex 1 to Exhibit A to the Credit Agreement, which are hereby incorporated by reference and apply mutatis mutandis hereto (the “Standard Terms and Conditions”), as of the Amendment Effective Date (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto (including without limitation any letters of credit), and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the 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, but not limited to, 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 (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Section 10 and in the Standard Terms and Conditions, without representation or warranty by the Assignor. (b) The sale and assignment set forth in clause (a) above (i) shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption, and no other documents or instruments shall be, or shall be required to be, executed in connection with such sale and assignment (all of which are hereby waived), and (ii) shall satisfy the assignment provisions of Section 8.08 of the Credit Agreement.. [remainder of page intentionally left blank; signature pages follow]