Common use of Master Assignment Clause in Contracts

Master Assignment. The Lenders have agreed among themselves to reallocate the Commitments. Each Lender whose Pro Rata Share is decreasing in connection herewith is an “Assignor” (collectively, the “Assignors”) and each Lender whose Pro Rata Share is increasing in connection herewith is an “Assignee” (collectively, the “Assignees”). The assignments by each Assignor necessary to effect the reallocation of the Commitments and the assumptions by each Assignee necessary for such Assignee to acquire its respective interest are hereby consummated pursuant to the terms and provisions of this Section 2 of this Agreement and Section 10.7 of the Credit Agreement, and the Borrower, the Administrative Agent, the Issuing Lender, each Assignor, and each Assignee hereby consummates such assignment and assumption pursuant to the terms, provisions, and representations of the Form of Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date, as defined therein, being the Effective Date hereof). On the Effective Date, and after giving effect to such assignments and assumptions, the Commitments and Pro Rata Shares of the Lenders shall be as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. Each Lender hereby consents and agrees to the Commitment and Pro Rata Share as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. Each of the Administrative Agent, the Issuing Lender, and the Borrower hereby consents to the reallocation of the Commitments as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 and Section 10.7 of the Credit Agreement, Section 2 of this Agreement shall control.

Master Assignment. Each of ▇▇▇▇▇ Fargo Bank, N.A., Capital One, National Association, Iberiabank, Bank of America, N.A. and The Lenders have agreed among themselves to reallocate the Commitments. Each Bank of Nova Scotia, as a Lender whose Pro Rata Share is decreasing in connection herewith is (each, an “Assignor” Exiting Lender”), hereby sells, assigns, transfers and conveys to JPMorgan Chase Bank, N.A. as a Lender (collectively, the “Assignors”) and each Lender whose Pro Rata Share is increasing in connection herewith is an “Assignee” (collectively, the “AssigneesRemaining Lender”). The assignments by each Assignor necessary to effect the reallocation of the Commitments , and the assumptions by Remaining Lender hereby purchases, accepts and assumes all of each Assignee necessary for such Assignee to acquire Exiting Lender’s rights and obligations in its respective interest are hereby consummated pursuant to capacity as a Lender under the terms and provisions of this Section 2 of this Credit Agreement and Section 10.7 any other documents or instruments delivered pursuant thereto under the Credit Agreement (including any Letters of Credit) such that, on the Fifteenth Amendment Effective Date, (a) such Remaining Lender shall pay such Exiting Lender in full for all amounts owing to it under the Credit Agreement (including all amounts which have accrued to but excluding the Fifteenth Amendment Effective Date) as agreed and calculated by such Exiting Lender and Administrative Agent in accordance with the Credit Agreement, (b) such Exiting Lender shall (i) cease to be a Lender under the Credit Agreement, as amended hereby, and the BorrowerLoan Documents and (ii) relinquish its rights (provided that it shall still be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03) and be released from its obligations under the Administrative AgentCredit Agreement, the Issuing Lender, each Assignoras amended hereby, and each Assignee hereby consummates such assignment and assumption pursuant to the terms, provisionsother Loan Documents, and representations (c) the Maximum Credit Amount of the Form of Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date, as defined therein, being the Effective Date hereof). On the Effective Date, and after giving effect to such assignments and assumptions, the Commitments and Pro Rata Shares of the Lenders Lender shall be as set forth on Schedule Annex I of the Credit Agreementhereto. The foregoing assignments, as amended transfers and conveyances are without recourse to each such Exiting Lender and without any representations or warranties whatsoever by this Agreement. Each Lender hereby consents and agrees to the Commitment and Pro Rata Share as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. Each of the Administrative Agent, the Issuing LenderBank or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, or otherwise, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Administrative Agent shall make all appropriate adjustments in payments under the Credit Agreement, the Notes and the Borrower hereby consents other Loan Documents thereunder for periods prior to the reallocation Fifteenth Amendment Effective Date. Each Exiting Lender is executing this Fifteenth Amendment for the sole purpose of evidencing its agreement to Section 5 and Section 6 hereof. The parties hereto agree that the Commitments as set forth on Schedule I assignments and transfers hereunder shall be deemed for all purposes to comply with Section 12.04 of the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 and Section 10.7 of the Credit Agreement, Section 2 of this Agreement shall control.

Master Assignment. The Lenders have agreed among themselves to reallocate (a) In the Commitments. Each event that this Amendment receives the consent of the Required Lenders, but the consent of one or more Existing Lender whose Pro Rata Share consent is decreasing in connection herewith required is not obtained (any such Existing Lender whose consent is not so obtained being referred to as a “Non-Consenting Lender”), then the Borrower hereby requires, with the consent of the Administrative Agent, such Non-Consenting Lender to assign and delegate, without recourse, all its interests, rights and obligations under the Credit Agreement to an “Assignor” assignee that shall assume such obligations. (b) On the Amendment Effective Date, (i) each Non-Consenting Lender is hereby deemed to have sold and assigned, without recourse, to the Additional Lender and the Increasing Lenders (collectively, the “AssignorsAssignee Lenders”), and each of the Assignee Lenders shall be deemed to have purchased and assumed from such Non-Consenting Lender (with respect to outstanding Loans at the principal amount thereof), such interests, rights and obligations with respect to the Loans and the Credit Commitments of the Non-Consenting Lenders outstanding under the Credit Agreement on the Amendment Effective Date and (ii) each Departing Lender (other than a Non-Consenting Lender) and each Reducing Lender whose Pro Rata Share is increasing hereby sells and assigns, without recourse, to the Assignee Lenders, and each of the Assignee Lenders hereby purchases and assumes from such Departing Lender or Reducing Lender (with respect to outstanding Loans at the principal amount thereof), such interests, rights and obligations with respect to the Loans and the Credit Commitments of such Departing Lender or Reducing Lender outstanding under the Credit Agreement on the Amendment Effective Date (all such interests, rights and obligations sold, purchased, assigned and assumed under clauses (i) and (ii) to be referred to herein as the “Assigned Interests”), as shall be necessary, in connection herewith is an “Assignee” each case of clauses (collectivelyi) and (ii) above, in order that, after giving effect to all such sales and assignments and purchases and assumptions under clauses (i) and (ii), (x) no Non-Consenting Lender or Departing Lender holds any Loans or Commitments and (y) each of the Additional Lender, the “Assignees”)Increasing Lenders, the Reducing Lenders and the other Existing Lenders will hold the principal amounts of outstanding Loans and amounts of Commitments set forth on Schedule 2.01 hereto. The Such sales and assignments and purchases and assumptions shall be made, or, in the case of sales and assignments by each Assignor necessary Non-Consenting Lenders, deemed to effect be made, on the reallocation of the Commitments and the assumptions by each Assignee necessary for such Assignee to acquire its respective interest are hereby consummated pursuant terms set forth in Exhibit A to the terms Credit Agreement, and provisions shall comply, or, in the case of this Section 2 of this Agreement sales and Section 10.7 assignments by Non-Consenting Lenders, deemed to comply, with Sections 9.02(c) and 9.04 of the Credit Agreement, notwithstanding any failure of such sales, assignments, purchases and assumptions to comply with (x) the Borrowerminimum assignment requirement in Section 9.04(b)(ii)(A) of the Credit Agreement, (y) the Administrative Agent, requirement to pay the Issuing Lenderprocessing and recordation fees referenced in Section 9.04(b)(ii)(C) of the Credit Agreement or (z) any requirement to execute and deliver an Assignment and Assumption in respect thereof. Without limiting the generality of the foregoing, each AssignorNon-Consenting Lender is hereby deemed to make, and each Assignee hereby consummates such assignment and assumption pursuant to the terms, provisions, and representations of the Form Additional Lender, the Increasing Lenders and the Reducing Lenders hereby makes, the representations and warranties required to be made under paragraph 1.1 and 1.2 of Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each of them had executed by an Assignor and delivered an Assignment and Assumption Assignee, respectively, with respect to the Assigned Interests being assigned or assumed by such Lender hereunder. (with c) On the Amendment Effective Date, as defined thereinsubject to the terms and conditions set forth herein, being (i) to the extent any Loans are outstanding on such date, each Assignee Lender purchasing and assuming Assigned Interests pursuant to paragraph (b) above shall pay the purchase price for such Assigned Interests pursuant to such paragraph (b) (equal to the principal amount of any outstanding Loans with respect to such Assigned Interest) by wire transfer of immediately available funds to the Administrative Agent not later than 12:00 Noon (New York City time), (ii) the Borrower shall pay all unpaid interest and fees and other amounts accrued to but excluding the Amendment Effective Date hereoffor the account of each Departing Lender and each Non-Consenting Lender in respect of such Departing Lender’s or Non-Consenting Lender’s Assigned Interests by wire transfer of immediately available funds to the Administrative Agent not later than 12:00 Noon (New York City time) and (iii) the Administrative Agent shall pay to each of the Departing Lenders, Non-Consenting Lenders and Reducing Lenders selling and assigning such Assigned Interests pursuant to paragraph (b) above, out of the amounts received by the Administrative Agent pursuant to clauses (i) and (ii) of this paragraph (c). On , the purchase price for the Assigned Interests assigned by such Departing Lender or Reducing Lender, or deemed to be assigned by such Non-Consenting Lender, pursuant to such paragraph (b) and, to the relevant Departing Lenders and Non-Consenting Lenders only, all unpaid interest and fees and other amounts accrued for the account of each Departing Lender and each Non-Consenting Lender to but excluding the Amendment Effective Date by wire transfer of immediately available funds to the account designated by such Non-Consenting Lender, Departing Lender or Reducing Lender to the Administrative Agent not later than 5:00 p.m. (New York City time) on the Amendment Effective Date. (d) Each of the parties hereto hereby consents to the sales, assignments, purchases and assumptions provided for in paragraphs (b) and (c) above, and after giving effect agrees that each Increasing Lender and each Reducing Lender shall be a party to the Credit Agreement and, to the extent of (i) the interests purchased by such Increasing Lender pursuant to such assignments paragraphs, (ii) held by such Increasing Lender prior to the Amendment Effective Date and assumptionsnot sold or assigned hereunder and (iii) held by such Reducing Lender prior to the Amendment Effective Date and not sold or assigned hereunder, shall have the Commitments rights and Pro Rata Shares obligations of the Lenders shall be as set forth on Schedule I of a Lender under the Credit Agreement, as amended by this Agreement. Each Lender hereby consents and agrees to the Commitment and Pro Rata Share as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. Each of the Administrative Agent, the Issuing Lender, and the Borrower hereby consents to the reallocation of the Commitments as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 and Section 10.7 of the Credit Agreement, Section 2 of this Agreement shall controlAmendment.

Master Assignment. The Lenders have agreed among themselves (a) Pursuant to reallocate the CommitmentsMaster Assignment entered into (or deemed entered into) by each Continuing Lender and each Non-Continuing Lender in accordance with Section 2 of this Amendment, each Continuing Lender and each Non-Continuing Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. Each Lender whose Pro Rata Share is decreasing 2 Effective Date) to Barclays Bank PLC, as assignee (in connection herewith is an such capacity, the “Assignor” Replacement Lender”) under the Master Assignment (collectively, the “AssignorsInbound Assignments”) and, immediately after giving effect to the Inbound Assignments on the Amendment No. 2 Effective Date, the Replacement Lender shall sell and each Lender whose Pro Rata Share is increasing assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in connection herewith is an “Assignee” Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 2 Effective Date) to the Continuing Lenders, as assignees (collectively, the “AssigneesOutbound Assignments”). The assignments by Each Lender and each Assignor necessary Issuing Bank’s signature page to effect this to this Amendment shall be deemed to be it signature page to the reallocation Master Assignment. Each of the Commitments US Borrower and the assumptions by each Assignee necessary for such Assignee Canadian Borrower’s signature page to acquire this Amendment shall be deemed its respective interest are hereby consummated pursuant signature page to the terms and provisions of this Section 2 of this Agreement and Section 10.7 Master Assignment. At the election of the Administrative Agent (in its sole discretion), the Master Assignment (and Schedule I thereto) may be completed and executed as one or more separate agreements, each with a separate Schedule I. (b) Each Lender that does not execute a signature page to this Amendment on or prior to the Amendment No. 2 Effective Date shall be deemed to be a Non-Consenting Lender (as defined in the Existing Credit Agreement). Pursuant to Section 2.19(b) of the Existing Credit Agreement, such Non-Consenting Lender shall execute or, by virtue of the Administrative Agent’s signature to this Amendment, shall be deemed to have executed, the Master Assignment. (c) Each Loan Party and the Borrower, each Lender hereby authorizes the Administrative Agent, in consultation with the Issuing LenderLead Borrower, each Assignorto (i) determine all amounts, percentages and each Assignee hereby consummates such assignment and assumption pursuant other information with respect to the terms, provisions, Revolving Loans and representations Commitments of the Form of Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (Continuing Lender in a manner consistent with the Effective DateAmended and Restated Commitment Letter, dated as of February 12, 2021 (the “Commitment Letter”), by and among Barclays Bank PLC and the other financial institutions party thereto as Commitment Parties (as defined therein) and the US Borrower and (ii) enter and complete all such amounts, being percentages and other information in the Effective Date hereof)Register maintained pursuant to Section 9.05(b)(iv) of the Amended and Restated Credit Agreement, as appropriate. On the Effective Date, and after After giving effect to such assignments and assumptionsthe transactions contemplated by this Amendment, the Commitments and Pro Rata Shares amounts of the Lenders “Revolving Loans” and “Commitments” shall be as set forth on Schedule I in this Amendment and the Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts in a manner consistent with the Commitment Letter and entry thereof in the Register shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers under the Amended and Restated Credit Agreement, as amended by this Agreementin each case, absent manifest error. Each Lender hereby consents For the avoidance of doubt, the provisions of Article VIII and agrees to the Commitment and Pro Rata Share as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. Each Section 9.03 of the Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent, the Issuing Lender, and the Borrower hereby consents Agent pursuant to the reallocation of the Commitments as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 and Section 10.7 of the Credit Agreement, Section 2 of this Agreement shall control.3. ​ ​

Master Assignment. The Lenders have agreed among themselves (a) Pursuant to reallocate the CommitmentsMaster Assignment entered into (or deemed entered into) by each Continuing Lender and each Non-Continuing Lender in accordance with Section 2 of this Amendment, each Continuing Lender and each Non-Continuing Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. Each Lender whose Pro Rata Share is decreasing 2 Effective Date) to Barclays Bank PLC, as assignee (in connection herewith is an such capacity, the “Assignor” Replacement Lender”) under the Master Assignment (collectively, the “AssignorsInbound Assignments”) and, immediately after giving effect to the Inbound Assignments on the Amendment No. 2 Effective Date, the Replacement Lender shall sell and each Lender whose Pro Rata Share is increasing assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in connection herewith is an “Assignee” Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 2 Effective Date) to the Continuing Lenders, as assignees (collectively, the “AssigneesOutbound Assignments”). The assignments by Each Lender and each Assignor necessary Issuing Bank’s signature page to effect this to this Amendment shall be deemed to be it signature page to the reallocation Master Assignment. Each of the Commitments US Borrower and the assumptions by each Assignee necessary for such Assignee Canadian Borrower’s signature page to acquire this Amendment shall be deemed its respective interest are hereby consummated pursuant signature page to the terms and provisions of this Section 2 of this Agreement and Section 10.7 Master Assignment. At the election of the Administrative Agent (in its sole discretion), the Master Assignment (and Schedule I thereto) may be completed and executed as one or more separate agreements, each with a separate Schedule I. (b) Each Lender that does not execute a signature page to this Amendment on or prior to the Amendment No. 2 Effective Date shall be deemed to be a Non-Consenting Lender (as defined in the Existing Credit Agreement). Pursuant to Section 2.19(b) of the Existing Credit Agreement, such Non-Consenting Lender shall execute or, by virtue of the Administrative Agent’s signature to this Amendment, shall be deemed to have executed, the Master Assignment. (c) Each Loan Party and the Borrower, each Lender hereby authorizes the Administrative Agent, in consultation with the Issuing LenderLead Borrower, each Assignorto (i) determine all amounts, percentages and each Assignee hereby consummates such assignment and assumption pursuant other information with respect to the terms, provisions, Revolving Loans and representations Commitments of the Form of Assignment and Assumption attached as Exhibit A to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (Continuing Lender in a manner consistent with the Effective DateAmended and Restated Commitment Letter, dated as of February 12, 2021 (the “Commitment Letter”), by and among Barclays Bank PLC and the other financial institutions party thereto as Commitment Parties (as defined therein) and the US Borrower and (ii) enter and complete all such amounts, being percentages and other information in the Effective Date hereof)Register maintained pursuant to Section 9.05(b)(iv) of the Amended and Restated Credit Agreement, as appropriate. On the Effective Date, and after After giving effect to such assignments and assumptionsthe transactions contemplated by this Amendment, the Commitments and Pro Rata Shares amounts of the Lenders “Revolving Loans” and “Commitments” shall be as set forth on Schedule I in this Amendment and the Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts in a manner consistent with the Commitment Letter and entry thereof in the Register shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers under the Amended and Restated Credit Agreement, as amended by this Agreementin each case, absent manifest error. Each Lender hereby consents For the avoidance of doubt, the provisions of Article VIII and agrees to the Commitment and Pro Rata Share as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. Each Section 9.03 of the Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent, the Issuing Lender, and the Borrower hereby consents Agent pursuant to the reallocation of the Commitments as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 and Section 10.7 of the Credit Agreement, Section 2 of this Agreement shall control3.

Master Assignment. The Lenders have agreed among themselves (d) Pursuant to reallocate the CommitmentsMaster Assignment entered into (or deemed entered into) by each Lender in accordance with Section 2 of this Amendment, each Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. Each Lender whose Pro Rata Share is decreasing 3 Effective Date) to Barclays Bank PLC, as assignee (in connection herewith is an such capacity, the “Assignor” Replacement Lender”) under the Master Assignment (collectively, the “AssignorsInbound Assignments”) and, immediately after giving effect to the Inbound Assignments on the Amendment No. 3 Effective Date, the Replacement Lender shall sell and each Lender whose Pro Rata Share is increasing assign the principal amount of its Existing Revolving Loans and Existing Commitments as set forth in connection herewith is an “Assignee” Schedule I to the Master Assignment (as completed by the Administrative Agent on or prior to the Amendment No. 3 Effective Date) to the Lenders, as assignees (collectively, the “AssigneesOutbound Assignments”). The assignments by Each Lender and each Assignor necessary Issuing Bank’s signature page to effect this Amendment shall be deemed to be it signature page to the reallocation Master Assignment. Each of the Commitments US Borrower and the assumptions by Canadian Borrower’s signature page to this Amendment shall be deemed its signature page to the Master Assignment. At the election of the Administrative Agent (in its sole discretion), the Master Assignment (and Schedule I 127751303_7 thereto) may be completed and executed as one or more separate agreements, each Assignee with a separate Schedule I. (e) The Lenders hereby irrevocably authorize this Amendment as necessary for such Assignee in order to acquire its respective interest are hereby consummated maintain a single tranche in respect of Revolving Loans or commitments increased or extended pursuant to Section 2.22 of the terms and provisions of this Section 2 of this Existing Credit Agreement and Section 10.7 of authorize the Credit Agreement, Administrative Agent and the Borrower, Lead Borrower to enter into this Amendment. (f) Each Loan Party and each Lender hereby authorizes the Administrative Agent, in consultation with the Issuing LenderLead Borrower, each Assignorto determine all amounts, percentages and each Assignee hereby consummates such assignment and assumption other information with the Register maintained pursuant to the terms, provisions, and representations Section 9.05(b)(iv) of the Form of Assignment and Assumption attached as Exhibit A to the Existing Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with in addition to any allocations or commitments received by the Effective Date, as defined therein, being the Effective Date hereof)Administrative Agent from any Lender party hereto. On the Effective Date, and after After giving effect to such assignments and assumptionsthe transactions contemplated by this Amendment, the Commitments and Pro Rata Shares amounts of the Lenders “Revolving Loans” and “Commitments” shall be as set forth on Schedule I in this Amendment and the Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts as provided in the immediately preceding sentence and entry thereof in the Register shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers under the Amended and Restated Credit Agreement, as amended by this Agreementin each case, absent manifest error. Each Lender hereby consents For the avoidance of doubt, the provisions of Article VIII and agrees to the Commitment and Pro Rata Share as set forth opposite such Lender’s name on Schedule I to the Credit Agreement, as amended by this Agreement. Each Section 9.03 of the Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent, the Issuing Lender, and the Borrower hereby consents Agent pursuant to the reallocation of the Commitments as set forth on Schedule I of the Credit Agreement, as amended by this Agreement. With respect to the foregoing assignments and assumptions, in the event of any conflict between this Section 2 and Section 10.7 of the Credit Agreement, Section 2 of this Agreement shall control3.