Assumption. Assignee hereby assumes and shall perform all of Assignor’s duties, liabilities, and obligations in, to, and under the Sublease from and after the Effective Date. Assignor expressly acknowledges and agrees that nothing contained herein shall be deemed to release Assignor from the performance of its obligations under the Sublease that accrue prior to the Effective Date.

Assumption. Upon the effectiveness of the Merger, [[Unknown Identifier]] hereby assumes all of the payment and performance obligations of the Luxembourg Borrower under each Credit Agreement and the other Loan Documents, including without limitation the obligation to pay all sums due or to become due or owing by the Luxembourg Borrower under the Loan Documents. Upon the effectiveness of the Merger, [[Unknown Identifier]] shall be deemed to be the “Luxembourg Borrower” under each Credit Agreement and the other Loan Documents with the same force and effect as if it had executed such Credit Agreement and the other Loan Documents to which the Luxembourg Borrower is a party as the “Luxembourg Borrower” on the Effective Date of each Credit Agreement. ZH2LX hereby agrees to and shall be bound by all the terms and provisions of each Credit Agreement and the other Loan Documents applicable to it as the Luxembourg Borrower thereunder.

Assumption. Purchaser hereby assumes the obligations of Seller applicable to the period from and after the Closing Date under # the Leases listed on Exhibit B attached hereto and # the Contracts listed on [Exhibit C] attached hereto. Purchaser shall defend, indemnify and hold harmless Seller from and against any liability, damages, causes of action, expenses, and reasonable attorneys' fees arising as a result of or with respect to the Leases and the Contracts that are attributable to the period from and after the Closing Date. Subject to the limitations set forth in Section 8.4 of the Agreement, Seller shall defend, indemnify and hold harmless Purchaser from and against any liability, damages, causes of action, expenses, and reasonable attorneys' fees arising as a result of or with respect to the Leases or the Contracts that are attributable to the period prior to the Closing Date.

Assumption. Assignee hereby accepts such assignment and agrees to assume, from and after the Closing, all of Assignor’s rights, duties, and obligations in, to and under the Existing Employment Agreement.

Assumption. For purposes of this Section 15(c), an Award shall be considered assumed or otherwise equitably converted or substituted if, following the Change in Control, # the acquiring entity is principally traded on a national United States-based stock exchange; and # the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to shares, the Award instead confers the right to receive common stock of the acquiring entity.

Assumption. The Board of Directors of the Principal Sponsor shall have the option to cause the Plan to assume the Employer’s rights and obligations to acquire Employer Securities under the put option. If the Plan issues a promissory note for payment, such note shall be guaranteed by the Employer.

Settlement; Assumption. Upon the occurrence of a Change in Control, # any Vested Options (including any Accelerated Options) shall be assumed or settled as provided under [Section 3(d)] of the Plan, as determined by the Board or the Committee, and # any Unvested Options shall be treated as follows: # if Shares are converted to or otherwise purchased for cash in connection with such Change in Control, then any Unvested Options shall be forfeited without consideration as of the occurrence of such Change in Control; # if Shares are converted to securities of the surviving entity (or parent thereof) in connection with such Change in Control, then the Company shall use commercially reasonable efforts to cause any Unvested Options to be substituted for or assumed or continued by the surviving entity (or parent thereof) in the Change in Control and the Stock Price Hurdles with respect to the Unvested Options to be adjusted, in each case, in accordance with [Section 3(d)] of the Plan; and # if Shares are converted to a mix of cash and securities of the surviving entity (or parent thereof) in connection with such Change in Control, then # that percentage of any Unvested Options that is equal to the percentage of consideration received in respect of each Share in cash in such Change in Control shall be forfeited and # the Company shall use commercially reasonable efforts to cause any remaining Unvested Options to be substituted for or assumed or continued by the surviving entity (or parent thereof) in the Change in Control and the Stock Price Hurdles with respect to such Unvested Options to be adjusted, in each case, in accordance with [Section 3(d)] of the Plan. In the event of a cash-out payment the Options shall be disqualified from being treated as Incentive Stock Options and shall be treated as non-qualified stock options.

Assumption Required. This Plan shall bind any successor, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise) in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require such successor expressly and unconditionally to assume and to agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

LOAN ASSUMPTION. This Note and Related Documents are fully assumable by a qualified buyer provided that the buyer is approved by Lender in its sole discretion. Borrower or the buyer assuming this loan must pay an assumption fee equal to 0.75% of the unpaid principal balance plus any and all third-party expenses incurred in connection with the assumption.

Assumption Conditions. Notwithstanding the provisions of Section 8.1, Administrative Agent shall permit a one-time transfer of all, but not less than all, of the Property and the Cross-Collateralized Portfolio provided that all of the following conditions are satisfied: