Common use of The Assignor Clause in Contracts

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 $__________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term 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 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 Borrower or any other Person or the performance or observance by the Borrower or any other Person of any of its obligations under the Loan Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Note(s) referred to in paragraph 1 above and requests that the Agent exchange such 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 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 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 Revolving Credit Loans and Term the 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 Loan 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 Borrower Company, Guarantor or any other Person of their respective Affiliates or the performance or observance by the Borrower Company or any other Person Guarantor of any of its their respective obligations under the Loan Credit Agreement or any other instrument or document furnished pursuant theretothereto or the enforceability of any such agreement, instrument or document; and (v) attaches the Note(s) Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such Note(s) note 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 Term 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 hereof, its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that which have not yet become effective) is $__________ and its Commitment Percentage with respect thereto is %, and the aggregate outstanding principal amount balance of Revolving Credit its Loans and Term Loans owing to it (without giving effect to unreduced by any assignments thereof that which have not yet become effective) 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 Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto on the status or value of any Collateral, 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 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 Borrower or any other Person or the performance or observance by the Borrower of its Subsidiaries or any other Person person which may be primarily or secondarily liable in respect of any of its the Obligations or any of their obligations under the Agreement or the other Loan Agreement Documents or any other instrument or document furnished delivered or executed pursuant thereto; and (v) attaches the Note(s) referred Note delivered to in paragraph 1 above it under the Agreement and requests that the Agent Borrower exchange such Note(s) Note for new Note(s) Notes payable to each of the Assignor and the Assignee as follows: Notes Payable to Amount the Order of: of Note ----------------- ------- [a Revolving Credit Note dated the Effective Date Name of Assignor] [(as such term is defined below) in the principal amount $ )] [Name of Assignee] [($ __________ 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 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 and Term Loan Facility A Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ __, and the aggregate outstanding principal amount of the Revolving Credit Loans and Term Facility A Loans owing to it (without giving effect to assignments thereof that have not yet become effective) 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 Loan Credit Agreement or any other instrument or document furnished pursuant thereto; and (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Company or any other Person direct or indirect Subsidiary of the Company or the performance or observance by the Borrower Company or any other Person direct or indirect Subsidiary of any the Company of its their respective obligations under the Loan Credit Agreement or any other instrument or document furnished pursuant theretothereto or the enforceability of any such agreement, instrument or document; and (vvi) attaches the Note(s) Revolving Credit Facility A Note and the Revolving Credit Facility B Note referred to in paragraph 1 above and requests that the Agent exchange such Note(s) note for new Note(s) as follows: [a Revolving Credit Facility A Note and a Revolving Credit Facility B Note dated the Effective Date (as such term is defined below) in the principal amount amounts of $ $_____________ payable to the order of the Assignee, a Revolving Credit Note dated the Effective Date in the principal amount of $ and $__________ , respectively payable to the order of the Assignor, Assignee and a Term 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 Term 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 and Term Loan Commitment (without giving effect to assignments thereof that which have not yet become effective) is $__________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term 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 Loan 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; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Person guarantor or the performance or observance by the Borrower or any other Person guarantor of any of its their obligations under the Loan Credit Agreement or any other instrument or document Related Document furnished pursuant thereto; , and (v) attaches the Note(s) referred to in paragraph 1 above Notes and requests that the Agent exchange such Note(s) Notes for [new Note(s) as follows: [a Revolving Credit Note Notes, 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 $ 19__________ payable to the order of the Assignor, a Term Note dated the Effective Date in the principal amount of $___________ (Revolving Note), payable to the order of the Assignee and a Term Note Assignee] [new Notes dated the Effective Date ______________, 19__, in the principal amount of $_________ (Revolving Note), payable to the order of the Assignor].] 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Issuing Lender, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (v) specifies as its Lending Office for Base Rate Loans (and address for notices) and Lending Office for Eurodollar Loans the offices set forth beneath its name on the signature page hereof; and (vi) represents and warrants that it is an Eligible Assignee as such term is defined in the Credit Agreement. 4. The effective date for this Assignment and Acceptance shall be _______________ (the "Assignment Effective Date")./1/ Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. 5. Upon such acceptance and recording, as of the Assignment Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording, from and after the Assignment Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Assignment Effective Date directly between themselves. -------------------- /1/ Such date shall be at least two (2) Business Days after the execution of this Assignment and Acceptance. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the internal laws of the State of New York . [NAME OF ASSIGNOR] By: ______________________________ Name:______________________________ Title:_____________________________ [NAME OF ASSIGNEE] By: ______________________________ Name:______________________________ Title:_____________________________ Lending Office (Base Rate Loans) (and address for notices) [Address] Lending Office (Eurodollar Rate Loans): [Address] Accepted this _____ day of ______________, 19__ BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent By: _________________________ Name:________________________ Title:_______________________ EXHIBIT L-1 FORM OF CONFIRMATION OF NEW LENDER ----------------------------------

The Assignor. (i) represents and warrants that as of the date hereof that [the outstanding principal amount of its Revolving Credit and Term Tranche A Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ and ] [the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) 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 Loan 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; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Person Credit Parties or the performance or observance by the Borrower or any other Person Credit Party of any of its obligations under the Loan Agreement Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Note(s) Notes referred to in paragraph 1 above above, and requests that the Agent Borrower exchange such Note(s) the Notes for new Note(s) as follows: [a Revolving Credit Note Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date (as such term is defined below) in the principal amount of $ __________ payable shall result with respect to the order portion of the Assignee, a Revolving Credit Note dated Loans assigned or the Effective Date in the principal amount of $ __________ payable to the order portion of the Loans retained by the Assignor), consisting of a Term [Tranche A Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignee and _______], [a Term 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.]

The Assignor. (i) represents and warrants that as of the date hereof that its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that which have not yet become effective) is $__________ and the aggregate outstanding principal amount % of Revolving Credit Loans and Term 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 Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Agreement Document, 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 Borrower or any other Person Borrowers or the performance or observance by the Borrower or any other Person Borrowers of any of its their obligations under the Financing Agreement, any other Loan Agreement Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Note(s) Notes referred to in paragraph 1 above above, and requests that the Administrative Agent exchange each such Note(s) Note for new Note(s) as follows: [a Revolving Credit Note Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date (as such term is defined below) 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 Revolving Credit Term Note dated the Effective Date in the principal amount of $ $____________ payable to the order of the Assignor, a Term Revolving Credit Note dated the Effective Date in the principal amount of $________ __, payable to the order of the Assignee Assignee, and a Term 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 hereof, its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that which have not yet become effective) is $__________; __, the outstanding balance of its Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $____________, and the amount of its participation in Letters of Credit and Acceptance Drafts (unreduced by any assignments thereof which have not yet become effective) that have been issued and remain undrawn is $____________, (ii) represents makes no representation or warranty and warrants assumes no responsi- bility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, per- fection, genuineness, sufficiency or value of the Credit 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 any statements, warranties or representations made in or in connection with the 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 Borrower or any other Person Guarantor, or the performance or observance by the Borrower or any other Person of any Guarantor, of its obligations under the Credit Agreement or any other Loan Agreement Documents or any other instrument or document furnished pursuant theretoto any thereof; and (viv) attaches the Note(s) Notes referred to in paragraph 1 above and requests that the Agent exchange such Note(s) Notes for a new Note(s) as follows: Note [a Revolving Credit Note dated the Effective Date (as such term is defined below) payable to Assignee] [payable to Assignor] in the principal amount of $ amounts equal to __________ payable to the order of the Assignee, a Revolving Credit Note dated the Effective Date in the principal amount of $ and __________ 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 and a Term 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 that its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that which have not yet become effective) is $__________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term 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 Amended and Restated Financing Agreement, the execution, legality, validity, enforceability, ________________ * Specify percentage to no more than 4 decimal points. genuineness, sufficiency or value of the Amended and Restated Financing Agreement, any other Loan Agreement Document, 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 Borrower or any other Person Borrowers or the performance or observance by the Borrower or any other Person Borrowers of any of its their obligations under the Amended and Restated Financing Agreement, any other Loan Agreement Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Note(s) Notes referred to in paragraph 1 above above, and requests that the Administrative Agent exchange each such Note(s) Note for new Note(s) as follows: [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 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, and 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 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 hereof, its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $_____________, the outstanding principal balance of its Revolving Loans is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it 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 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 Credit Agreement or any other Loan Document or the 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, 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 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 Borrower or any other Person Obligated Party or the performance or observance by the Borrower or any other Person Obligated Party of any of its their obligations under the Loan Agreement or any other instrument or document furnished pursuant theretoLoan Document; and (viv) attaches the Note(s) referred to in paragraph 1 above Notes held by the Assignor and requests that the Agent exchange such Note(s) Notes 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 $ __________ Notes payable to the order of (A) the Assignee, a Revolving Credit Note dated Assignee in amounts equal to the Effective Date in Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of $ __________ payable the Loans assigned to the order of Assignee pursuant hereto, as applicable, and (B) the Assignor, a Term Note dated the Effective Date Assignor in the principal amount of $________ payable amounts equal to the order of Commitments and Loans retained by the Assignee and a Term Note dated Assignor under the Effective Date in the principal amount of $________ payable to the order of the AssignorCredit Agreement, as specified above.]

The Assignor. (i) represents and warrants that as of the date hereof its Term and Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is are $__________ and $__________, respectively, and the aggregate outstanding principal amount of Term and Revolving Credit Loans and Term 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 Loan 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 Borrower or any other Person Loan Party or the performance or observance by the Borrower or any other Person Loan Party of any of its obligations under the Loan Credit Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Note(s) Term and Revolving Notes referred to in paragraph 1 above and requests that the Administrative Agent exchange such Note(s) Notes for new Note(s) Notes as follows: [(y) a Revolving Credit Term Note dated the Effective Date (as such term is defined below) 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, and (z) a Term Revolving Note dated the Effective Date in the principal amount of $_________ payable to the order of the Assignee and a Term Revolving 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 $___________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term 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 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 Borrower or any other Person or the performance or observance by the Borrower or any other Person of any of its obligations under the Loan Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Note(s) Notes referred to in paragraph 1 above and requests that the Agent exchange such Note(s) Notes for new Note(s) 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 Assignor, a 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. (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 Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $__________; , its Commitment Percentage is ________%, and the aggregate outstanding principal balance of its Loans 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 Loan Agreement or any other instrument or document furnished pursuant thereto; and (ivc) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Agreement Documents or any other instrument or document furnished delivered or executed pursuant thereto; and (vd) attaches hereto the Note(s) referred Notes delivered to in paragraph 1 above and it under the Credit Agreement. The Assignor requests that the Agent Borrower exchange such Note(s) the Assignor's Notes for new Note(s) Notes payable to the Assignor and the Assignee as follows: [a Revolving Credit Amount of Notes Payable to Competitive Bid the Order of: Amount of Note dated the Effective Date (as such term is defined below) in the principal amount of $ Rate Note Assignor $_____________ 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 Assignor $_____________ 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 hereof, its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $______________________ and the aggregate outstanding principal of its Advances, if any, under its Revolving Credit Commitment is $_________________________, the outstanding principal amount of Revolving Credit Loans and its Term Loans owing to it Loan A Commitment, if any, is $______________________, the outstanding principal balance of its Advances under its Term Loan A Commitment, if any, is $____________________ (without giving effect to all as unreduced by any assignments thereof that which have not yet become effective) ), its Term Loan B Commitment, if any, is $__________________, and the outstanding principal balance of its Advances under the Term Loan B Commitment, if any, 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 Loan Agreement or any other instrument Loan Document or document furnished pursuant theretothe 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 and that such interest is free and clear of any adverse claim; and (iviii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any Guarantor or any other Person Obligated Party or the performance or observance by the Borrower Borrower, any guarantor or any other Person Obligated Party of any of its their obligations under the Loan Agreement or any other instrument or document furnished pursuant theretoLoan Document; and (viv) attaches the Note(s) referred to in paragraph 1 above Notes held by Assignor and requests that the Administrative Agent exchange such Note(s) Notes 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 $ __________ Notes payable to the order of the Assignee, a Revolving Credit Note dated the Effective Date (A) Assignee in the principal an amount of $ __________ payable equal to the order of Commitments assumed by the AssignorAssignee pursuant hereto, a Term Note dated and (B) the Effective Date Assignor in the principal an amount of $________ payable equal to the order of Commitments, if any, retained by the Assignee and a Term Note dated Assignor under the Effective Date in the principal amount of $________ payable to the order of the AssignorLoan Agreement, respectively, as specified above.]

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit and Term Loan Total Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ ($_________ representing its Term Commitment and $__________ representing its Revolving Credit Commitment) and the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) 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 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 Borrower Borrowers or any 128 other Person Loan Party or the performance or observance by the Borrower Borrowers or any other Person Loan Party of any of its their respective obligations under the Loan Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Restated Note(s) referred to in paragraph 1 above and requests that the Agent exchange such 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, 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 and Assignee, a 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 Facility A Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ __, and the aggregate outstanding principal amount of the Revolving Credit Loans and Term Facility A Loans owing to it (without giving effect to assignments thereof that have not yet become effective) 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 Loan validity or enforceability of, the Credit Agreement or any other instrument or document furnished pursuant thereto; and (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Company or any other Person direct or indirect Subsidiary of the Company or the performance or observance by the Borrower Company or any other Person direct or indirect Subsidiary of any the Company of its their respective obligations under the Loan Credit Agreement or any other instrument or document furnished pursuant theretothereto or the enforceability of any such agreement, instrument or document; and (vvi) attaches the Note(s) 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 such Note(s) notes for new Note(s) as follows: [a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date (as such term is defined below) in the principal amount 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 amounts of $___________ payable to the order of the Assignee, a Revolving Credit Note dated the Effective Date in the principal amount of $ and $__________ 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 and a Term Note dated the Effective Date in the principal amount of $________ , respectively, payable to the order of the Assignor.]

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that which have not yet become effective) is $__________; _, the outstanding balance of its Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $___________, and the amount of its participation in Letters of Credit and Acceptance Drafts (unreduced by any assignments thereof which have not yet become effective) that have been issued and remain undrawn 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 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 theretoto any thereof, 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; and (iviii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Person Guarantor, or the performance or observance by the Borrower or any other Person of any Guarantor, of its obligations under the Loan Agreement or any other Loan Documents or any other instrument or document furnished pursuant theretoto any thereof; and (viv) attaches the Note(s) Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange such Note(s) for new Note(s) as follows: [a Revolving Credit Note dated the Effective Date (as such term is defined below) 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, 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 and a Term 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 Effective Date its Tranche A Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ _, its Tranche B Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________, the aggregate outstanding principal amount 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 Revolving Tranche B Credit Loans and Term 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 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 Borrower Borrowers or any other Person Loan Party or the performance or observance by the Borrower Borrowers or any other Person Loan Party of any of its their respective obligations under the Loan Agreement or any other instrument or document furnished pursuant thereto; and (v) attaches the Note(s) Notes referred to in paragraph 1 above and requests that the Agent exchange such Note(s) Notes for new Note(s) 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 Revolving Credit Note dated the Effective Date in the principal amount of $ __________ payable to the order of the Assignor, a Term Tranche B Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignee and Assignee, a Term 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 that its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that which have not yet become effective) is $__________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term 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 Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Agreement Document, 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 Borrower or any other Person Borrowers or the performance or observance by the Borrower or any other Person Borrowers of any of its their obligations under the Financing Agreement, any other Loan Agreement Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Note(s) Notes referred to in paragraph 1 above above, and requests that the Agent exchange each such Note(s) Note for new Note(s) as follows: [a Revolving Credit Note Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date (as such term is defined below) shall result with respect to the portion of the Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Note 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, a Term Note dated the Effective Date in the principal amount of $. _____________________ payable * Specify percentage to no more than 4 decimal points. (a) The Assignee represents and warrants that it has become a party hereto solely in reliance upon its own independent investigation of the order financial and other circumstances surrounding the Borrower, the Collateral and the Loans and all aspects of the transactions evidenced by or referred to in the Loan Documents, or has otherwise satisfied itself thereto, and that it is not relying upon any representation, warranty or statement (except any such representation, warranty or statement expressly set forth in this Agreement) of the Assignor in connection with the assignment made under this Agreement. The Assignee further acknowledges that the Assignee will, independently and without reliance upon the Agent, the Assignor or any other Lender and based upon the Assignee's review of such documents and information as the Assignee deems appropriate at the time, make and continue to make its own credit decisions in entering into this Agreement and taking or not taking action under the Loan Documents. The Assignor shall have no duty or responsibility either initially or on a continuing basis to make any such investigation or any such appraisal on behalf of the Assignee or to provide the Assignee with any credit or other information with respect thereto, whether coming into its possession before the making of the initial extension of credit under the Financing Agreement or at any time or times thereafter. (b) The Assignee represents and a Term Note dated warrants to the Effective Date Assignor that it has experience and expertise in the principal amount making of $________ payable loans such as the Loans or with respect to the order other types of credit which may be extended under the Financing Agreement; that it has acquired its Assigned Interest for its own account and not with any intention of selling all or any portion of such interest; and that it has received, reviewed and approved copies of all Loan Documents. (c) The Assignor shall not be responsible to the Assignee for the execution, effectiveness, accuracy, completeness, legal effect, genuineness, validity, enforceability, collectibility or sufficiency of any of the AssignorLoan Documents or for any representations, warranties, recitals or statements made therein or in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents made or furnished or made available by the Assignor to the Assignee or by or on behalf of the Borrower to the Assignor or the Assignee in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Loans or payment of amounts owed in connection with other extensions of credit under the Financing Agreement or the value of the Collateral or any other matter. The Assignor shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or other extensions of credit under the Financing Agreement or as to the existence or possible existence of any Event of Default or Default.] (d) Each party to this Agreement represents and warrants to the other party to this Agreement that it has full power and authority to enter into this Agreement and to perform its obligations under this Agreement in accordance with the provisions of this Agreement, that this Agreement has been duly authorized, executed and delivered by such party and that this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles. (e) Each party to this Agreement represents and warrants that the making and performance by it of this Agreement do not and will not violate any law or regulation of the jurisdiction of its incorporation or any other law or regulation applicable to it. (f) Each party to this Agreement represents and warrants that all consents, licenses, approvals, authorizations, exemptions, registrations, filings, opinions and declarations from or with any agency, department, administrative authority, statutory corporation or judicial entity necessary for the validity or enforceability of its obligations under this Agreement have been obtained, and no governmental authorizations other than any already obtained are required in connection with its execution, delivery and performance of this Agreement. (g) The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned and that such interest is free and clear of any Lien. (h) The Assignor makes no representation or warranty and assumes no responsibility with respect to the operations, condition (financial or otherwise), business or assets of the Borrower or any of its Subsidiaries or the performance or observance by the Borrower of any of its obligations under the Financing Agreement or any other Loan Document. (i) The Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. (j) The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Financing Agreement are required to be performed by it as a Lender. (k) The Assignee confirms that it has received all documents and information it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement. (l) The Assignee specifies as its address for notices the office set forth beneath its name on the signature pages hereof.

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 $ , 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 $ ; (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 Revolving Credit Loans and the Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $__________$ ; (iiiii) 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 Loan Credit Agreement or any other instrument or document furnished pursuant thereto; and (ivv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Company or any other Person Subsidiary of the Company or the performance or observance by the Borrower Company or any other Person Subsidiary of any the Company of its their respective obligations under the Loan Credit Agreement or any other instrument or document furnished pursuant theretothereto or the enforceability of any such agreement, instrument or document; and (viv) attaches the Note(s) Revolving Credit Note and the Term Note referred to in paragraph 1 above and requests that the Agent exchange such Note(s) notes 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, and a Revolving Credit Term Note each dated the Effective Date in the principal amount of $ __________ and $ respectively and each payable to the order of the Assignor, 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 Assignee and a Term Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor.]