Suite 500
Irvine, California 92614
Attn: Liz Donchey
Telephone: 949-251-4337
Telecopy: 949-251-4983
And in the case of notices under Section 2:
Wells Fargo Bank, National Association, as Administrative Agent
Minneapolis Loan Center
733 Marquette Avenue
10th Floor, MAC: N9306-102
Minneapolis, Minnesota 55402
Attn: Joann M. Adams
Telephone: 612-667-4509
Telecopy: 866-595-7864
With respect to Foreign Currency Loans:
Wells Fargo Bank, National Association
Minneapolis Loan Center
733 Marquette Avenue
10th Floor, MAC: N9306-102
Minneapolis, Minnesota 55402
Attn: Joann M. Adams
Telephone: 612-667-4509
Telecopy: 866-595-7864
Schedule 10.6
[FORM OF]
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [the][each]* Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each]† Assignee identified in item 2 below ([the][each,
an] "Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]‡ hereunder are several and not joint.]§
Capitalized terms used but not defined herein shall have the meanings given to
them in the Amended and Restated Credit Agreement identified below (as amended,
the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by
[the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any guarantees included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a Lender)][the respective
Assignors (in their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause
(i) above (the rights and obligations sold and assigned by [the][any] Assignor
to [the][any] Assignee pursuant to clauses (i)