Assignor represents and warrants that # it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any security interest, lien, encumbrance or other adverse claim, # it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder, # no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and # this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.

AssignorAssignee represents and warrants that # it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any security interest, lien, encumbrance or other adverse claim, # it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and AcceptanceAcceptance, and to fulfill its obligations hereunder, # no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance,performance; and # this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor,Assignee, enforceable against AssignorAssignee in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interestAssigned Interest, # the Assigned Interest is free and clear of any security interest, lien, encumbrance or other adverse claim, # it is duly organized and existing and it has the full power and authority to take,authority, and has taken,taken all action necessarynecessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and # it is not a Defaulting Lender; and # assumes no responsibility with respect to # any other documents requiredstatements, warranties or permitted to be executedrepresentations made in or delivered by it in connection with this Assignment and Acceptance and to fulfillthe 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 obligations hereunder,Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or # no notices to,the performance or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings requiredobservance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and # this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.Document.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interestAssigned Interest, # the Assigned Interest is free and clear of any security interest, lien, encumbrance or other adverse claim,claim created by the Assignor, # it is duly organized and existing and it has the full power and authority to take,authority, and has taken,taken all action necessarynecessary, to execute and deliver this Assignment and AcceptanceAssumption and to consummate the transactions contemplated hereby and # it is not a Defaulting Lender; and # assumes no responsibility with respect to # any other documents requiredstatements, warranties or permitted to be executedrepresentations made in or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder, # no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by,# the execution, legality, validity, enforceability, genuineness, sufficiency or notice to,value of the Loan Agreement or filing with, any collateral thereunder, # the financial condition of the [[Organization A:Organization]], any of its Subsidiaries or Affiliates or any other Person is requiredobligated in respect of it for such execution, deliverythe Loan Agreement or performance, and # this Assignment and Acceptance has been duly executed and deliveredthe performance or observance by it and constitutes the legal, valid and binding obligation[[Organization A:Organization]], any of Assignor, enforceable against Assignor in accordance withits Subsidiaries or Affiliates or any other Person of any of their respective obligations under the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.Loan Agreement.

Assignor. [The][Each] Assignor # represents and warrants that # it is the legal and beneficial owner of [the][the interest being assigned by it hereunder and that such interestrelevant] Assigned Interest, # [the][such] Assigned Interest is free and clear of any security interest, lien, encumbrance or other adverse claim,claim and # it is duly organized and existing and it has the full power and authority to take,authority, and has taken,taken all action necessarynecessary, to execute and deliver this Assignment and AcceptanceAssumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any other documents requiredstatements, warranties or permitted to be executedrepresentations made in or delivered by it in connection with this Assignment and Acceptance and to fulfillthe 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 obligations hereunder,Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or # no notices to,the performance or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings requiredobservance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and # this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.Document.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest[the] [the relevant] Assigned Interest, # [the] [such] Assigned Interest is free and clear of any security interest, lien, encumbrance or other adverse claim, # it is duly organized and existing and it has the full power and authority to take,authority, and has taken,taken all action necessarynecessary, to execute and deliver this Assignment and AcceptanceAssumption and to consummate the transactions contemplated hereby and # it is [not] a Defaulting Lender; and # assumes no responsibility with respect to # any other documents requiredstatements, warranties or permitted to be executedrepresentations made in or delivered by it in connection with this Assignment and Acceptance and to fulfillthe 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 or # the performance or observance by the Borrower of its obligations hereunder, # no notices to, or consents, authorizations or approvals of,under any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and # this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.Document.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interestAssigned Interest, # the Assigned Interest is free and clear of any security interest, lien, encumbrance or other adverse claim, # it is duly organized and existing and it has the full power and authority to take,authority, and has taken,taken all action necessarynecessary, to execute and deliver this Assignment and AcceptanceAssumption and to consummate the transactions contemplated hereby and # it is [not] a Defaulting [[Organization C:Organization]]; and # assumes no responsibility with respect to # any other documents requiredstatements, warranties or permitted to be executedrepresentations made in or delivered by it in connection with this Assignment and Acceptance and to fulfillthe 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 obligations hereunder,Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or # no notices to,the performance or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings requiredobservance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and # this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.Document.

Assignor. [The][Each] Assignor # represents and warrants that # it is the legal and beneficial owner of [the][the interest being assigned by it hereunder and that such interestrelevant] Assigned Interest, # [the][such] Assigned Interest is free and clear of any security interest, lien, encumbrance or other adverse claim,claim and # it is duly organized and existing and it has the full power and authority to take,authority, and has taken,taken all action necessarynecessary, to execute and deliver this Assignment and AcceptanceAssumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any other documents requiredstatements, warranties or permitted to be executedrepresentations made in or delivered by it in connection with this Assignment and Acceptance and to fulfillthe 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 obligations hereunder,Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or # no notices to,the performance or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings requiredobservance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and # this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.Document.

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 ofof, or has the interestright to assign, the interests being assigned by it hereunder and that such interest isinterests are free and clear of any security interest, lien, encumbrance or other adverse claim, # it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder, # no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance, and # this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.claim.

Assignor. The Assignor # represents and warrants that # it is the legal and beneficial owner of [the][[the interest being assigned by it hereunder and that such interestrelevant] Assigned Interest, # [the][such] Assigned Interest is free and clear of any security interest, lien, encumbrance or other adverse claim,claim and # it is duly organized and existing and it has the full power and authority to take,authority, and has taken,taken all action necessarynecessary, to execute and deliver this Assignment and AcceptanceAssumption and to consummate the transactions contemplated hereby; and # assumes no responsibility with respect to # any other documents requiredstatements, warranties or permitted to be executedrepresentations made in or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder,the Credit Agreement or any other Loan Document, # no notices to,the execution, legality, validity, enforceability, genuineness, sufficiency or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performancevalue of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Loan Agreement, no further action by,Documents or notice to,any collateral thereunder, # the financial condition of the Borrower, any of its Subsidiaries or filing with,Affiliates or any other Person is requiredobligated in respect of it for such execution, deliveryany Loan Document or performance, and # this Assignment and Acceptance has been duly executed and deliveredthe performance or observance by it and constitutes the legal, valid and binding obligationany Borrower, any of Assignor, enforceable against Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization andtheir Subsidiaries or Affiliates or any other lawsPerson of general application relating to or affecting creditors’ rights and to general equitable principles.any of their respective obligations under any Loan Document.