Assignor represents and warrants to Assignee # that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, and # that it has forwarded to the Agent the Note held by Assignor. Assignor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, or the performance or observance by the Borrower of any of their respective obligations under the Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.

Assignor. The Assignor represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim,claim and # that it has forwardedfull power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the Agenttransactions contemplated hereby. Neither the Note held by Assignor. Assignor makes no representationnor any of its officers, directors, employees, agents or warranty, express or implied, and assumes no responsibility with respect toattorneys shall be responsible for # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Documents orDocument, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency, perfection, priority, collectibility, or sufficiencyvalue of the Loan Documents, # the financial condition of ​, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, orDocument, # 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, # inspecting any of the Loan Documents to which it is a partyproperty, books or records of ​, or any other instrumentguarantor, or document delivered# any mistake, error of judgment, or executed pursuant theretoaction taken or omitted to be taken in connection with the Loan; other than that it isLoans or the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.Loan Documents.

Assignor. The Assignor # represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim,claim and # that it has forwardedfull power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the Agent the Note held by Assignor. Assignor makes no representation or warranty, express or implied,transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with any Loan Document, other than the Loan Documents orrepresentations and warranties made by it herein, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency or sufficiencyvalue of any Loan Document (other than this Assignment) 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 any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, or# the performance or observance by the Borrower or any Subsidiary or any other Affiliate of the Borrower or any other Person obligated in respect of any Loan Document of any of their respective obligations under the Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.thereunder.

Assignor. The Assignor represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim,claim and # that it has forwardedfull power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the Agenttransactions contemplated hereby. Neither the Note held by Assignor. Assignor makes no representationnor any of its officers, directors, employees, agents or warranty, express or implied, and assumes no responsibility with respect toattorneys shall be responsible for # any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Documents orDocument, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency, perfection, priority, collectibility, or sufficiencyvalue of the Loan Documents, # the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, orDocument, # the performance or observance by the BorrowerCompany, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document, # inspecting any of the Loan Documents to which it is a partyproperty, books or records of the Company, or any other instrumentguarantor, or document delivered# any mistake, error of judgment, or executed pursuant theretoaction taken or omitted to be taken in connection with the Loan; other than that it isLoans or the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.Loan Documents.

Assignor. The Assignor # represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;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 Acceptance and to consummate the transactions contemplated hereby, and # that it has forwarded to the Agent the Note held by Assignor. Assignor makes no representation or warranty, express or implied,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 Documents orDocument, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency or sufficiencyvalue 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 any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, or# the performance or observance by the BorrowerBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under theany Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.Document.

Assignor. The Assignor # represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;beneficial owner of the Assigned Interest, # the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim,claim and # that it has forwardedfull power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the Agent the Note held by Assignor. Assignor makes no representation or warranty, express or implied,transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with any Loan Document, other than the Loan Documents orrepresentations and warranties made by it herein, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency or sufficiencyvalue of any Loan Document (other than this Assignment) or any collateral thereunder, # the financial condition of ​, any Subsidiary or any other Affiliate of ​ or any other Person obligated in respect of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, or# the performance or observance by the Borrower​ or any Subsidiary or any other Affiliate of ​ or any other Person obligated in respect of any Loan Document of any of their respective obligations under the Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.thereunder.

Assignor. [The][Each] Assignor # represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;beneficial owner of [the][the relevant] Assigned Interest, # the[the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim,claim and # that it has forwardedfull power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the Agent the Note held by Assignor. Assignor makes no representation or warranty, express or implied,transactions contemplated hereby; and # assumes no responsibility with respect to # any statements, warranties or representations made in or in connection with the Loan DocumentsAgreement or any other Loan Document, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency or sufficiencyvalue 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 any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, or# the performance or observance by the BorrowerBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under theany Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.Document.

Assignor. The Assignor # represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;beneficial owner of [the] [the relevant] Assigned Interest, # the[the] [such] 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 # that it has forwarded to the Agent the Note held by Assignor. Assignor makes no representation or warranty, express or implied,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 Documents orDocument, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency or sufficiencyvalue of anythe Loan DocumentDocuments or any other instrument or document furnished pursuant thereto or in connection withcollateral thereunder, # the Loan, the collectability of the Loans, the continued solvencyfinancial condition of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, or# the performance or observance by the Borrower of any of their respectiveits obligations under theany Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.Document.

Assignor. The Assignor # represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;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 # that it has forwarded to the Agent the Note held by Assignor. Assignor makes no representation or warranty, express or implied,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 Documents orDocument, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency or sufficiencyvalue 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 any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, or# the performance or observance by the BorrowerBorrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under theany Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.Document.

Assignor. The Assignor # represents and warrants to Assigneethat # that it is legally authorized to,the legal and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;beneficial owner of [the][[the relevant] Assigned Interest, # the[the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim,claim and # that it has forwardedfull power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the Agent the Note held by Assignor. Assignor makes no representation or warranty, express or implied,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 Documents orDocument, # the execution, legality, validity, enforceability, genuinenessgenuineness, sufficiency or sufficiencyvalue 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 any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the continued existence, sufficiency or value of any assets of the Borrower which may be realized upon for the repayment of the Loans, or# the performance or observance by the Borrowerany Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under theany Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.Document.