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 Loan Agreement or any other Transaction Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Transaction 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 Transaction 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 Transaction 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, 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 Loan Agreement or any other Transaction Document, # the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Transaction 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 Transaction 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 Transaction 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; # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment 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 any Borrower, any of such Borrower's Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document; or # the performance or observance by any Borrower, any of such Borrower's 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. 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.

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. 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 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, 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 Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or # the performance or observance by Borrower, any of its Subsidiaries or Affiliates 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 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 Loan 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.