Common use of Assignment and Assumptions Clause in Contracts

Assignment and Assumptions. (a) The Assignor hereby sells, assigns, transfers and conveys to the Assignee all of the rights of the Assignor under the Working Capital Facility Credit Agreement in and to the Assigned Commitment and the Assigned Loans, and the Assignee hereby accepts such assignment, transfer and conveyance from the Assignor and assumes all of the obligations of the Assignor under the Working Capital Facility Credit Agreement in and to the Assigned Commitment and the Assigned Loans. Upon (i) the execution and delivery hereof by the Assignor, the Assignee and, to the extent required pursuant to Section 3 below, the Borrower and the Working Capital Facility Administrative Agent and (ii) the payment of the amounts specified in Section 2 hereof required to be paid on the date hereof, (A) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a [Tranche A-1 Lender] [Tranche A-2 Lender] [Tranche B Lender] under the Working Capital Facility Credit Agreement with a [Tranche A-1 Commitment] [Tranche A-2 Commitment] [Tranche B Commitment] in an amount equal to the Assigned Commitment, [Tranche A-1 Loans] [Tranche A-2 Loans] [Tranche B Loans] outstanding in an aggregate principal amount equal to the Assigned Loans, and a [Tranche A-1 Percentage] [Tranche A-2 Percentage] [Tranche B Percentage] equal to [___] percent ([___]%) and (B) the [Tranche ▇-▇ ▇▇▇▇▇▇▇▇▇▇] [▇▇▇▇▇▇▇ ▇- ▇ Commitment] [Tranche B Commitment], [Tranche A-1 Loans] [Tranche A-2 Loans] [Tranche B Loans] and [Tranche A-1 Percentage] [Tranche A-2 Percentage] [Tranche B Percentage] of the Assignor shall, as of the date hereof, be reduced correspondingly and the Assignor shall be released from its obligations under the Working Capital Facility Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. (b) Each party hereto agrees to comply with the terms and conditions set forth in Section 10.5 of the Working Capital Facility Credit Agreement that govern the making of an assignment thereunder, and such terms and conditions are incorporated herein by reference as if fully set forth herein.

Assignment and Assumptions. (a) The Assignor hereby sells, assigns, transfers and conveys to the Assignee all of the rights of the Assignor under the Working Capital Facility Credit Agreement in and to the Assigned Commitment and the Assigned Loans, and the Assignee hereby accepts such assignment, transfer and conveyance from the Assignor and assumes all of the obligations of the Assignor under the Working Capital Facility Credit Agreement in and to the Assigned Commitment and the Assigned Loans. Upon (i) the execution and delivery hereof by the Assignor, the Assignee and, to the extent required pursuant to Section 3 below, the Borrower and the Working Capital Facility Administrative Agent and (ii) the payment of the amounts specified in Section 2 hereof required to be paid on the date hereof, (A) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a [Tranche A-1 Lender] [Tranche A-2 Lender] [Tranche B Lender] Working Capital Facility Lender under the Working Capital Facility Credit Agreement with a [Tranche A-1 Commitment] [Tranche A-2 Commitment] [Tranche B Commitment] Working Capital Facility Commitment in an amount equal to the Assigned Commitment, [Tranche A-1 Loans] [Tranche A-2 Loans] [Tranche B Loans] Working Capital Loans outstanding in an aggregate principal amount equal to the Assigned Loans, and a [Tranche A-1 Percentage] [Tranche A-2 Percentage] [Tranche B Percentage] Working Capital Facility Percentage equal to [___] percent ([___]%) and (B) the [Tranche ▇-▇ ▇▇▇▇▇▇▇▇▇▇] [▇▇▇▇▇▇▇ ▇- ▇ Working Capital Facility Commitment] [Tranche B Commitment], [Tranche A-1 Loans] [Tranche A-2 Loans] [Tranche B Loans] Working Capital Loans and [Tranche A-1 Percentage] [Tranche A-2 Percentage] [Tranche B Percentage] Working Capital Facility Percentage of the Assignor shall, as of the date hereof, be reduced correspondingly and the Assignor shall be released from its obligations under the Working Capital Facility Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. (b) Each party hereto agrees to comply with the terms and conditions set forth in Section 10.5 of the Working Capital Facility Credit Agreement that govern the making of an assignment thereunder, and such terms and conditions are incorporated herein by reference as if fully set forth herein.