Common use of Assignment of Commitments Clause in Contracts

Assignment of Commitments. SECTION 1.1. Effective as of the date hereof upon the receipt by the Administrative Agent of (a) executed counterparts of this Agreement duly executed and delivered by (i) the Assigning Lender, (ii) each Assignee Lender, (iii) the Administrative Agent, (iv) the Borrower and (v) each Issuing Bank, (b) a processing and recordation fee of $3,500 and (c) an Administrative Questionnaire in which Sumitomo Mitsui Banking Corporation designates one or more credit contacts to whom all syndicate- level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, for an agreed consideration, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, the Assigning Lender hereby irrevocably sells and assigns to each Assignee Lender, and each Assignee Lender hereby irrevocably purchases and assumes from the Assigning Lender (i) all of the Assigning Lender’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assigning Lender under the Credit Agreement (including the Assigned Commitments) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assigning Lender (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 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: Rights and Obligations Transferred from Assigning Lender to Royal Bank of Canada: Revolving Commitment: $200,000,000.00 Letter of Credit Issuer Sublimit: $142,857,000.00 Rights and Obligations Transferred from Assigning Lender to Sumitomo Mitsui Banking Corporation: Revolving Commitment: $50,000,000.00 Such sale and assignment is without recourse to the Assigning Lender and, except as expressly provided in this Agreement, without representation or warranty by the Assigning Lender.

Assignment of Commitments. SECTION 1.1. Effective as of the date hereof upon the receipt by the Administrative Agent of (a) executed counterparts of Each party hereto acknowledges and agrees that, on the Amendment No. 5 Effective Date and immediately prior to giving effect to this Agreement duly executed and delivered by (i) the Assigning LenderAmendment, (iix) each Assignee Lender, (iii) the Administrative Agent, (iv) the Borrower and (v) each Issuing Bank, (b) a processing and recordation fee of $3,500 and (c) an Administrative Questionnaire in which Sumitomo Mitsui Banking Corporation designates one or more credit contacts to whom all syndicate- level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, for an agreed consideration, subject ING has irrevocably sold and assigned to and in accordance with the Standard Terms and Conditions and the Credit Agreement, the Assigning Lender hereby irrevocably sells and assigns to each Assignee LenderCIBC Bank USA (“CIBC”), and each Assignee Lender hereby CIBC has irrevocably purchases purchased and assumes assumed from the Assigning Lender ING, (i) all of the Assigning LenderING’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the ING’s Multicurrency Commitments in an aggregate principal amount and percentage interest identified below of all of such outstanding rights and obligations of the Assigning Lender under the Credit Agreement (including the Assigned Commitments) equal to $15,000,000 and (ii) to the extent permitted to be assigned under applicable lawlaw and related to the foregoing clause (i), all claims, suits, causes of action and any other right of the Assigning Lender ING (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 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: Rights above (the rights and Obligations Transferred from Assigning Lender obligations sold and assigned pursuant to Royal Bank clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”) and (y) for all purposes of Canada: Revolving Commitment: the Credit Agreement and the Loan Documents, immediately upon the assumption by CIBC of the Assigned Interest, the Multicurrency Commitments in an aggregate principal amount of $200,000,000.00 Letter 15,000,000 assigned by ING to CIBC shall become Dollar Commitments in an aggregate principal amount of Credit Issuer Sublimit: $142,857,000.00 Rights and Obligations Transferred from Assigning Lender to Sumitomo Mitsui Banking Corporation: Revolving Commitment: $50,000,000.00 15,000,000 of CIBC. Such sale and assignment is without recourse to the Assigning Lender ING and, except as expressly provided in this AgreementSection 2.12, without representation or warranty by ING. (b) ING assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Assigning Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. CIBC (a) represents and warrants to ING that (i) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase the Assigned Interest and (ii) it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that it will, independently and without reliance on the Administrative Agent, ING or any other Lender, and based on such documents and information as it shall deem appropriate from time to time, continue to make its own credit decisions in taking or not taking action under or based upon the Loan Documents or any related agreement or any document furnished thereunder. (c) From and after the Amendment No. 5 Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to ING for amounts which have accrued to but excluding the Amendment No. 5 Effective Date and to CIBC for amounts which have accrued from and after the Effective Date. (d) In connection with the transfer of the Assigned Interest, the Borrower shall (A) prepay the outstanding Loans (if any) of each Class in full, (B) simultaneously borrow new Loans of each Class hereunder in an amount equal to such prepayment of such Class; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and Borrowing from, any Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Lenders of such Class (after giving effect to the transfer of the Assigned Interest) and (C) pay to the Lenders the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of any such prepayment.