Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or # 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.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrower, any Subsidiary or Affiliate or any other Person obligated in respect of any Loan Document, # any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or any other Loan Document or to charge interest at the rate set forth therein from time to time or # the performance or observance by the Borrower, any Subsidiary or Affiliate, or any other Person of any of their respective obligations under any Loan Document.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, other than statements made by it herein, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Loan Document, # the financial condition of the Borrowers, any of their Subsidiaries or other Affiliates or any other Person obligated in respect of the Credit Agreement or # the performance or observance by the Borrowers, any of their Subsidiaries or other Affiliates or any other Person of any of their respective obligations under the Credit Agreement or any other Loan Document.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and # it is [not] a Defaulting Lender; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, other than statements made by it herein, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrower, any Subsidiary or any other Affiliate of the Borrower or any other Person obligated in respect of any Loan Document or # the performance or observance by the Borrower, any Subsidiary or any other Affiliate of the Borrower or any other Person of any of their respective obligations under any Loan Document.

Assignor. [The][Each] Assignor # represents and warrants that # it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, # [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim created by [the][such] Assignor, iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and # it is [not] a Defaulting Lender; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or # 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.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and # it is [not] a Defaulting Lender; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, # any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or # 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.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, # any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or # the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor. Each Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, # any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or # 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.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, other than statements made by it herein, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, # the financial condition of the Borrower, any Subsidiary or any other Affiliate of the Borrower or any other Person obligated in respect of any Loan Document or # the performance or observance by the Borrower, any Subsidiary or any other Affiliate of the Borrower or any other Person of any of their respective obligations under any Loan Document and # acknowledges that the Assignee is a Purchasing Borrower Party.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Credit Agreement, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, # the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement, # any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or # the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.