Common use of The Assignor Clause in Contracts

The Assignor. (i) represents and warrants that as of the date hereof its Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________; (ii) 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 adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates or the performance or observance by the Company or any Guarantor of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (v) attaches the Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; (ii) 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 adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates other Person or the performance or observance by the Company Borrower or any Guarantor other Person of their respective any of its obligations under the Credit Loan Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Note(s) referred to in paragraph 1 above and requests that the Agent exchange each such note Note(s) for new Note(s) as follows: [a Revolving Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $ __________ payable to the order of the Assignee, a Revolving Credit Note dated the Effective Date in the principal amount of $ __________ payable to the order of the Assignor, a Term Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignee, Assignee and a Revolving Credit Term Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor.]

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: Commitment is $______________________ and the aggregate outstanding principal of its Advances, if any, under its Revolving Credit Commitment is $_________________________, the outstanding principal amount of its participations in Letters of Credit Term Loan A Commitment, if any, is $______________________, the outstanding principal balance of its Advances under its Term Loan A Commitment, if any, is $____________________ (all as unreduced by any assignments which have not yet become effective), its Term Loan B Commitment, if any, is $__________________, and the aggregate outstanding principal amount balance of its Advances under the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: Term Loan B Commitment, if any, is $________________________; (ii) represents makes no representation or warranty and warrants 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 or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other Loan Document, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder, hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the CompanyBorrower, any Guarantor or any of their respective Affiliates other Obligated Party or the performance or observance by the Company Borrower, any guarantor or any Guarantor other Obligated Party of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentLoan Document; and (viv) attaches the Revolving Credit Note referred to in paragraph 1 above Notes held by Assignor and requests that the Administrative Agent exchange each such note Notes for a Revolving Credit Note dated the Effective Date in the principal amount of $________ new Notes payable to the order of (A) Assignee in an amount equal to the AssigneeCommitments assumed by the Assignee pursuant hereto, and a Revolving Credit Note dated (B) the Effective Date Assignor in the principal an amount of $________ payable equal to the order of Commitments, if any, retained by the AssignorAssignor under the Loan Agreement, respectively, as specified above.

The Assignor. (i) represents and warrants that as of the date hereof its Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation representations or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document Related Document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates guarantor or the performance or observance by the Company Borrower or any Guarantor guarantor of any of their respective obligations under the Credit Agreement or any other instrument or document Related Document furnished pursuant thereto or the enforceability of any such agreementthereto, instrument or document; and (v) attaches the Revolving Credit Note referred to in paragraph 1 above Notes and requests that the Agent exchange each such note Notes for a Revolving Credit Note [new Notes, dated the Effective Date __________, 19__, in the principal amount of $___________ (Revolving Note), payable to the order of the Assignee] [new Notes dated ______________, and a Revolving Credit Note dated the Effective Date 19__, in the principal amount of $_________ (Revolving Note), payable to the order of the Assignor].

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Revolving Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $_____________, the outstanding principal balance of its Revolving Loans is $___ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount Letter of Credit Liabilities (including participations purchased pursuant to the Loans owing to Credit Agreement) held by it (without giving effect to assignments thereof that have not yet become effective) is: is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective); (ii) 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 adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument Loan Document or document furnished pursuant theretothe execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than 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 adverse claim; (iviii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates Obligated Party or the performance or observance by the Company Borrower or any Guarantor other Obligated Party of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentLoan Document; and (viv) attaches the Revolving Credit Note referred to in paragraph 1 above Notes held by the Assignor and requests that the Agent exchange each such note Notes for a Revolving Credit Note dated the Effective Date in the principal amount of $________ new Notes payable to the order of (A) the Assignee, Assignee in amounts equal to the Commitments assumed by the Assignee pursuant hereto and a Revolving Credit Note dated the Effective Date in the outstanding principal amount of $________ payable the Loans assigned to the order of Assignee pursuant hereto, as applicable, and (B) the AssignorAssignor in amounts equal to the Commitments and Loans retained by the Assignor under the Credit Agreement, as specified above.

The Assignor. (i) represents and warrants that as of the date hereof that its Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount % of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it is assigning hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in by or in connection with the Credit Agreement Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates Borrowers or the performance or observance by the Company or Borrowers of any Guarantor of their respective obligations under the Credit Agreement Financing Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above above, and requests that the Administrative Agent exchange each such note Note for a Revolving Credit Note new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order of the Assignee, a Term Note in the principal amount of $____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $____________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit Facility A Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Facility A Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; (ii) represents and warrants that as of the date hereof its Revolving Credit Facility B Commitment (without giving effect to assignments thereof that have not yet become effective) is $_________, and the aggregate outstanding principal amount of Revolving Credit Facility B Loans owing to it (without giving effect to the assignments thereof that have not yet become effective) is $_________; (iii) 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 adverse claim; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with with, or as to the validity or enforceability of, the Credit Agreement or any other instrument or document furnished pursuant thereto; (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Company or any direct or indirect Subsidiary of their respective Affiliates the Company or the performance or observance by the Company or any Guarantor direct or indirect Subsidiary of the Company of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (vvi) attaches the Revolving Credit Facility A Note and the Revolving Credit Facility B Note referred to in paragraph 1 above and requests that the Administrative Agent exchange each such note notes for a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date in the principal amount amounts of $________ and $________, respectively, payable to the order of the Assignee, Assignee and a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date in the principal amount amounts of $___________ and $___________, respectively, payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit Facility A Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Facility A Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; (ii) represents and warrants that as of the date hereof, its Revolving Credit Facility B Commitment (without giving effect to assignments thereof that have not yet became effective) is $_______, and the aggregate outstanding principal amount of Revolving Credit Facility B Loans owing to it (without giving effect to the assignments thereof that have not yet became effective) is _____; (iii) 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 adverse claim; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Company or any direct or indirect Subsidiary of their respective Affiliates the Company or the performance or observance by the Company or any Guarantor direct or indirect Subsidiary of the Company of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (vvi) attaches the Revolving Credit Facility A Note and the Revolving Credit Facility B Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Facility A Note and a Revolving Credit Facility B Note dated the Effective Date in the principal amounts of $_____________ and $________, respectively payable to the order of the Assignee and a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date in the principal amount of $________________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $___________ respectively and each payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; (ii) 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 adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Company or any direct or indirect Subsidiary of their respective Affiliates the Company or the performance or observance by the Company or any Guarantor direct or indirect Subsidiary of the Company of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (v) 137 attaches the Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Note dated the Effective Date in the principal amount amounts of $________ _, payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ ____, payable to the order of the Assignor.

The Assignor. (ia) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof hereof, its Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $__________, its Commitment Percentage is ________%, and the aggregate outstanding principal amount balance of the its Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: equals $___________; _ (iiin each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) represents immediately after giving effect to all assignments which have not yet become effective, the Assignor's Commitment Percentage will be sufficient to give effect to this Assignment and warrants Acceptance, (b) 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 Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection, or priority of any Lien, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is hereunder free and clear of any adverse claimLien; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (ivc) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the CompanyBorrower, Guarantor any other obligor, or any other Person primarily or secondarily liable in respect of their respective Affiliates any of the Obligations, or the performance or observance by the Company Borrower, any other obligor, or any Guarantor other Person primarily or secondarily liable in respect of their respective any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished delivered or executed pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (vd) attaches hereto the Revolving Notes delivered to it under the Credit Note referred to in paragraph 1 above and Agreement. The Assignor requests that the Agent Borrower exchange each such note the Assignor's Notes for a Revolving Credit new Notes payable to the Assignor and the Assignee as follows: Amount of Notes Payable to Competitive Bid the Order of: Amount of Note dated the Effective Date in the principal amount of Rate Note Assignor $_____________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $_____________ payable to the order of the Assignor.Assignor $_____________ $_____________

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Revolving Credit Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and , the aggregate amount outstanding balance of its participations in Letters of Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $___________, and the aggregate outstanding principal amount of the Loans owing to it its participation in Letters of Credit and Acceptance Drafts (without giving effect to unreduced by any assignments thereof that which have not yet become effective) is: that have been issued and remain undrawn is $___________; , (ii) represents makes no representation or warranty and warrants assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of the Loan Agreement or any other Loan Documents or any other instrument or document furnished pursuant to any thereof, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder, hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any statementsGuarantor, warranties or representations made in the performance or in connection with observance by the Credit Borrower or any Guarantor, of its obligations under the Loan Agreement or any other Loan Documents or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates or the performance or observance by the Company or any Guarantor of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereof; and (viv) attaches the Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Note dated the Effective Date for a new Revolving Credit Note [payable to Assignee] [payable to Assignor] in the principal amount of $amounts equal to _______ and ________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignorrespectively.

The Assignor. (i) represents and warrants that as of the date hereof its Term and Revolving Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: are $__________ and $________________ and the aggregate amount of its participations in Letters of Credit is $___________, respectively, and the aggregate outstanding principal amount of the Term and Revolving Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: are $__________ and $___________, respectively; (ii) 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 adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates other Loan Party or the performance or observance by the Company Borrower or any Guarantor other Loan Party of their respective any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Term and Revolving Credit Note Notes referred to in paragraph 1 above and requests that the Administrative Agent exchange each such note Notes for new Notes as follows: (y) a Term Note dated the Effective Date (as such term is defined below) in the principal amount of $__________ payable to the order of the Assignee and a Term Note dated the Effective Date in the principal amount of $ __________ payable to the order of the Assignor, and (z) a Revolving Credit Note dated the Effective Date in the principal amount of $_________ payable to the order of the Assignee, Assignee and a Revolving Credit Note dated the Effective Date in the principal amount of $_________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof Effective Date its Tranche A Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $__________, its Tranche B Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is $______ and _____, the aggregate outstanding principal amount of its participations in Letters of Tranche A Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $_____________, and the aggregate outstanding principal amount of the Tranche B Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; (ii) 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 adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrowers or any of their respective Affiliates other Loan Party or the performance or observance by the Company Borrowers or any Guarantor other Loan Party of any of their respective obligations under the Credit Loan Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above and requests that the Agent exchange each such note Notes for new Notes as follows: [a Revolving Credit Tranche A Note dated the Effective Date (as such term is defined below) in the principal amount of $________ payable to the order of the Assignee, a Tranche B Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignee, and a Revolving Credit Tranche A Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor, and a Tranche B Note dated the Effective Date in the principal amount of $_________ payable to the order of the Assignor].

The Assignor. (i) represents and warrants that as of the date hereof its Total Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $__________ ($_________ representing its Term Commitment and the aggregate amount of its participations in Letters of Credit is $___________, _ representing its Revolving Credit Commitment) and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $__________ ($_________ in Credit Loans and $__________ in Term Loans); (ii) 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 adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrowers or any of their respective Affiliates 128 other Loan Party or the performance or observance by the Company Borrowers or any Guarantor other Loan Party of any of their respective obligations under the Credit Loan Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Restated Note(s) referred to in paragraph 1 above and requests that the Agent exchange each such note Restated Note(s) for new Restated Note(s) as follows: [a Revolving Restated Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $________ payable to the order of the Assignee, and a Revolving Restated Credit Note dated the Effective Date in the principal amount of $_________ payable to the order of the Assignor, a Restated Term Note dated the Effective Date in the principal amount of $_________ payable to the order of the Assignee and a Restated Term Note dated the Effective Date in the principal amount of $_________ payable to the order of the Assignor.]

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; __ (ii) 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 adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates other Person or the performance or observance by the Company Borrower or any Guarantor other Person of their respective any of its obligations under the Credit Loan Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above and requests that the Agent exchange each such note Notes for new Notes as follows: [a Revolving Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $_______________ payable to the order of the Assignee, a Revolving Credit Note dated the Effective Date in the principal amount of $________________ payable to the order of the AssigneeAssignor, and a Revolving Credit Term Note dated the Effective Date in the principal amount of $_________________ payable to the order of the Assignee and a Term Note dated the Effective Date in the principal amount of $________________ payable to the order of the Assignor.]

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________$ , and the aggregate outstanding principal amount of the Revolving Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________is $ ; (ii) represents and warrants that as of the date hereof its Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $ , and the aggregate outstanding principal amount of the Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $ ; (iii) 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 adverse claim; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Company or any Subsidiary of their respective Affiliates the Company or the performance or observance by the Company or any Guarantor Subsidiary of the Company of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (viv) attaches the Revolving Credit Note and the Term Note referred to in paragraph 1 above and requests that the Agent exchange each such note notes for a Revolving Credit Note and a Term Note each dated the Effective Date in the principal amount of $________ $ and $ respectively and each payable to the order of the Assignee, Assignee and a Revolving Credit Note and a Term Note each dated the Effective Date in the principal amount of $________ $ and $ respectively and each payable to the order of the Assignor.

The Assignor. (ia) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof hereof, its Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $__________, its Commitment Percentage is ________%, and the aggregate outstanding principal amount balance of the its Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: equals $__________, the aggregate Maximum Drawing Amount of all outstanding Letters of Credit equals $_; _______, and the aggregate Unpaid Reimbursement Obligations equals $____ , (iiin each case after giving effect to the assignment contemplated hereby but without giving effect to any contemplated assignments which have not yet become effective), and (iii) represents immediately after giving effect to all assignments which have not yet become effective, the Assignor's Commitment Percentage will be sufficient to give effect to this Assignment and warrants Acceptance, (b) 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 Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection, or priority of any Lien, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is hereunder free and clear of any adverse claimLien; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (ivc) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the CompanyBorrower, Guarantor any other obligor, or any other Person primarily or secondarily liable in respect of their respective Affiliates any of the Obligations, or the performance or observance by the Company Borrower, any other obligor, or any Guarantor other Person primarily or secondarily liable in respect of their respective any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished delivered or executed pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (vd) attaches hereto the Revolving Notes delivered to it under the Credit Note referred to in paragraph 1 above and Agreement. The Assignor requests that the Agent Borrower exchange each such note the Assignor's Notes for a Revolving Credit new Notes payable to the Assignor and the Assignee as follows: Amount of Notes Payable to Competitive [Amount of the Order of: Amount of Note dated the Effective Date in the principal amount of Bid Rate Note Swing Loan Note Assignor $____________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $____________ payable to the order of the Assignor.$____________ Assignee $____________ $____________ $____________]

The Assignor. (i) represents and warrants that as of the date hereof its Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and [the aggregate outstanding principal amount of its participations in Letters of Credit Tranche A Loan is $___________, and ] [the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: its Tranche B Loan is $_______] [and] [the outstanding principal amount of its Tranche C Loan is $_______] (without giving effect to assignments thereof which have not yet become effective); (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it is assigning hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in by or in connection with the Credit Agreement or any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Credit Document, or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates Credit Parties or the performance or observance by the Company or any Guarantor Credit Party of their respective any of its obligations under the Credit Agreement Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above above, and requests that the Agent Borrower exchange each such note the Notes for a Revolving Credit Note new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the Loans assigned or the portion of the Loans retained by the Assignor), consisting of a [Tranche A Note in the principal amount of $________ payable to the order of the Assignee_______], and [a Revolving Credit Tranche B Note dated the Effective Date in the principal amount of $________ _______], [and] [a Tranche C Note in the principal amount of $_____________], ------------------- * Specify percentage to no more than 4 decimal points. payable to the order of the Assignee, and a [Tranche A Note in the principal amount of $___________], [a Tranche B Note in the principal amount of $______________], [and] [a Tranche C Note in the principal amount of $___________], payable to the order of the Assignor.