ASSUMPTION OF LIABILITIES. Subject to the terms and conditions set forth in this Agreement and the Lease, effective as of the Closing, Purchaser shall assume, pay and discharge all claims, liabilities or obligations of any kind, fixed or contingent, known or unknown, relating to or arising in connection with the use, non-use, and ownership of the Properties, to the extent such claims, liabilities and obligations accrue with respect to, and are attributable to, facts or circumstances first occurring during the period from and after 12:01 a.m. on the Closing Date. Subject to the terms and conditions set forth in this Agreement and the Lease, Purchaser will (and will cause its assignees and successors to) fully and promptly perform all of the obligations of Sellers assumed by Purchaser pursuant to this Agreement accruing and attributable to the period from and after 12:01 a.m. on the Closing Date.

No Assumption of Liabilities Buyer will not assume or have any responsibility, with respect to any Liability of Seller except for those obligations set forth in the Assumed Contracts

Assumption of Assumed Liabilities. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Buyer hereby assumes, accepts and agrees to discharge or perform when due in accordance with their respective terms and subject to the respective conditions thereof, the Liabilities under the Assumed Contracts and all other Assumed Liabilities.

Assumption of Obligations. This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Landlord thereunder. Subtenant shall not commit or permit any of its employees or agents to commit on the Premises any act or omission which shall violate any term or condition of the Master Lease. Subtenant hereby agrees: # to comply with all provisions of the Master Lease which are incorporated hereunder; and # to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Master Lease during the term of this Sublease which are required to be performed by Subtenant hereunder. In the event the Master Lease is terminated for any reason whatsoever, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant, unless such termination results from a default under the Master Lease by Sublandlord through no fault of Subtenant (or is otherwise a breach of this Sublease by Sublandlord through no fault of Subtenant), except that Sublandlord shall return to Subtenant that portion of any Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the terms of this Sublease. In the event of a conflict between the provisions of the Sublease and the Master Lease, as between Sublandlord and Subtenant, the provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease, as incorporated herein, the express provisions of this Sublease shall control.

Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated hereunder are subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

The Buyer’s obligations under this Agreement are subject to the satisfaction of each of the following conditions, each of which is material, for the sole benefit of the Buyer and may be waived only in writing by the Buyer:

At Closing, Buyer shall deliver to Seller # an executed version of the final closing statement prepared by the Title Company, # the balance of the Purchase Price due, # Buyer’s assumption of those Contracts assigned to Buyer and # Buyer’s assumption of the Leases.

Assumption. By acceptance hereof Assignee agrees to assume and become obligated to keep, fulfill, observe, perform and discharge each and every covenant, duty, debt and obligation that may accrue and become performable, from and after the date hereof by Assignor under the terms, provisions and conditions of the Assigned Contracts.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to [Section 11.06(c)], from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of [Sections 3.01, 3.04, 3.05 and 11.04]4] with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with [Section 11.06(d)];

Obligations. In furtherance and not in limitation of either the foregoing or any other provision of this Agreement or any of the other Loan Documents, the Borrowers shall pay and perform their obligations set forth in Section 9.3.3 below upon demand, each of which also shall be guaranteed by each Guarantor in accordance with the Guaranty of Recourse Obligations.

Obligations. This Release does not affect the Employee’s rights and obligations under the Company’s standard Employee Agreement or any other secrecy, confidentiality, non-competition, or invention agreements that the Employee has signed with the Company or under the various Company employee compensation or benefit plans and programs, except as specifically modified herein. Apart from the benefits recited in this Release, Employee waives any rights Employee has to any benefits offered or adopted by the Company that are not specifically listed in this Release, except for those benefits in which the Employee has vested rights pursuant to the applicable plan and applicable law that cannot legally be waived.

Assignment. This Agreement is freely assignable; provided, however, any assignment shall be effective only when a fully executed counterpart thereof is delivered to the non-assigning Party hereto bearing the signatures of assignor and assignee and including an express assumption by assignee of the obligations of the assigning party hereunder. No such assignment shall release the assigning Party from any of its obligations, liabilities, warranties or representations set forth in this Agreement.

Obligations Not Assumed. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by any [[Organization B:Organization]], the Administrative Agent or any Investor, of any obligation of the SPV, any Originator, or any other Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities of the SPV and the applicable Originator.

Assumption of obligations

SECTION # Assumption of Obligations.

the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Partnership Interests (subject to Section 5.8(b)(iv) with respect to Series A Senior Securities and Series A Parity Securities), and the incurring of any other obligations;

Successors, Assumption of Contract. This Agreement is personal [[Organization A:Organization]] Executive and may not be assigned by the Executive without the written consent of the Company. However, [[Organization A:Organization]] extent that rights or benefits under this Agreement otherwise survive the Executive’s death, the Executive’s heirs and estate shall succeed to such rights and benefits pursuant [[Organization A:Organization]] Executive’s will or the laws of descent and distribution. This Agreement shall be binding upon and inure [[Organization A:Organization]] benefit of the Company and any successor of the Company and the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and [[Organization A:Organization]] same extent that the Company would be required to perform it if no such succession had taken place.