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Extract to table / form-of-assignment-and-assumption.docx
form-of-assignment-and-assumption.docx
Parties
Verimark Hospitality Group Inc
Foreign Person's Claim That Inc
Effectively Connected Inc
Dates
July 21, 2022
Amounts
$700,000,000
$3,500
$1,000,000
Obligations
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement
02 of the Credit Agreement shall apply to this Agreement, mutatis mutandis
As used in this Agreement, the following terms shall have the following meanings: "Assigned Interest" has the meaning assigned to such term in Section 2
Unless the context otherwise requires, all capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Credit Agreement, and the interpretive provisions set forth in Section 1
From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the Assigned Interest, shall have all the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, including, without limitation, the Guarantee Agreement dated as of July 21, 2022, the Pledge and Security Agreement dated as of July 21, 2022, and the Amended and Restated Intercreditor Agreement dated as of July 21, 2022, in each case as amended, restated, supplemented, or otherwise modified from time to time, and (b) the Assignor shall, to the extent of the Assigned Interest so assigned, be released from its obligations under the Credit Agreement and the other Loan Documents (and, in the case of an assignment covering all of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2
If this assignment represents less than all of the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, then (a) the Assignor shall retain its remaining interest as a Lender under the Credit Agreement and the other Loan Documents in respect of the Term Loan B Facility in the amount set forth on Schedule 1 hereto, and (b) the Assignor shall continue to have all rights and obligations of a Lender under the Credit Agreement and the other Loan Documents with respect to such retained interest