Assignee identified on Schedule I hereto as "Assignee" or "Assignees"
(collectively, the "Assignees" and each an "Assignee"). [It is understood and
agreed that the rights and obligations of [the Assignors] [and] [the Assignees]3
hereunder are several and not joint]4 Capitalized terms used but not defined
herein shall have the meanings given to them in the Credit Agreement identified
below (the "Credit Agreement"), receipt of a copy of which is hereby
acknowledged by 'Ethel [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 Ethel [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 (a) all of [the Assignor's] [the
respective Assignors' J 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 (b) 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)1 [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
(a) above (the rights and obligations sold and assigned by Ethel [any] Assignor
to Ethel [any] Assignee pursuant to clauses (a) and (b) above being referred to
herein collectively as, the "Assigned Interest"). Each such, sale and assignment
is without recourse to [the] [any] Assignor and, except as expressly provided in
this Assignment and Assumption, without representation or warranty by [the]
[any] Assignor.
1
For bracketed language here and elsewhere in this form relating to the
Assignor(s), if the assignment is from a single Assignor, choose the first
bracketed language. If the assignment is from multiple Assignors, choose the
second bracketed language.
2
For bracketed language here and elsewhere in this form relating to the
Assignee(s), if the assignment is to a single Assignee, choose the first
bracketed language. If the assignment is