Common use of Environmental Default and Remedies Clause in Contracts

Environmental Default and Remedies. In the event that any ---------------------------------- portion of the Mortgaged Property is determined to be "environmentally impaired" (as "environmentally impaired" is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" (as "affected parcel" is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's or Trustee's rights and remedies under this Deed of Trust, Beneficiary may elect to exercise its right under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Mortgaged Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of its claim against Trustor to judgment, and (ii) any other rights and remedies permitted by law. For purposes of determining Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant or user of any portion of the Mortgaged Property and Trustor knew or should have known of the activity by such lessee, occupant or user which caused or contributed to the release or threatened release. All costs and expenses, including, but not limited to, attorneys' fees, incurred by Beneficiary in connection with any action commenced under this Section 7.10, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Mortgaged Property is environmentally impaired, plus interest thereon at the interest rate provided in the Note until paid, shall be added to the Indebtedness secured by this Deed of Trust and shall be due and payable to Beneficiary upon its demand made at any time following the conclusion of such action.

Environmental Default and Remedies. In the event that any ---------------------------------- portion of the Mortgaged Property is determined to be "environmentally impaired" (as "environmentally impaired" is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" (as "affected parcel" is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's or Trustee's rights and remedies under this Deed of Trust, Beneficiary may elect to exercise its right under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Mortgaged Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of its claim against Trustor to judgment, and (ii) any other rights and remedies permitted by law. For purposes of determining Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant or user of any portion of the Mortgaged Property and Trustor knew or should have known of the activity by such lessee, occupant or user which caused or contributed to the release or threatened release. All costs and expenses, including, but not limited to, attorneys' fees, incurred by Beneficiary in connection with any action commenced under this Section 7.104.05, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Mortgaged Property is environmentally impaired, plus interest thereon at the interest rate provided specified in Paragraph 2(b) of the Note until paidNote, shall be added to the Indebtedness indebtedness secured by this Deed of Trust and shall be due and payable to Beneficiary upon its demand made at any time following the conclusion of such action.

Environmental Default and Remedies. In the event that any ---------------------------------- portion of the Mortgaged Property is determined to be "environmentally impaired" (as "environmentally impaired" is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" (as "affected parcel" is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's or Trustee's rights and remedies under this Deed of Trust, Beneficiary may elect to exercise its right under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Mortgaged Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of its claim against Trustor to judgment, and (ii) any other rights and remedies permitted by law. For purposes of determining Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant or user of any portion of the Mortgaged Property and Trustor knew or should have known of the activity by such lessee, occupant or user which caused or contributed to the release or threatened release. All costs and expenses, including, but not limited to, attorneys' fees, incurred by Beneficiary in connection with any action commenced under this Section 7.104.05, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Mortgaged Property is environmentally impaired, plus interest thereon at the interest rate provided specified in the Note until paidNote, shall be added to the Indebtedness indebtedness secured by this Deed of Trust and shall be due and payable to Beneficiary upon its demand made at any time following the conclusion of such action.

Environmental Default and Remedies. In the event that any ---------------------------------- portion of the Mortgaged Property is determined to be "“environmentally impaired" ” (as "“environmentally impaired" ” is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "“affected parcel" ” (as "“affected parcel" ” is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's ’s or Trustee's ’s rights and remedies under this Deed of Trust, Beneficiary may elect to exercise its right under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Mortgaged Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of its claim against Trustor to judgment, and (ii) any other rights and remedies permitted by law. For purposes of determining Beneficiary's ’s right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant or user of any portion of the Mortgaged Property and Trustor knew or should have known of the activity by such lessee, occupant or user which caused or contributed to the release or threatened release. All costs and expenses, including, but not limited to, attorneys' ’ fees, incurred by Beneficiary in connection with any action commenced under this Section 7.104.05, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Mortgaged Property is environmentally impaired, plus interest thereon at the interest rate provided specified in Paragraph 2(b) of the Note until paidNote, shall be added to the Indebtedness indebtedness secured by this Deed of Trust and shall be due and payable to Beneficiary upon its demand made at any time following the conclusion of such action.

Environmental Default and Remedies. In Without limiting any other rights or remedies granted hereunder or under Applicable Laws, in the event that any ---------------------------------- portion of the Mortgaged Property is determined to be "“environmentally impaired" ” (as "“environmentally impaired" ” is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "“affected parcel" ” (as "“affected parcel" ” is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's Lender’s or Trustee's ’s rights and remedies under this Deed of TrustSecurity Instrument, Beneficiary Lender may elect to exercise its right under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Mortgaged Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of its claim against Trustor Borrower to judgment, and (ii) any other rights and remedies permitted by law. For purposes of determining Beneficiary's Lender’s right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Trustor Borrower shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant or user of any portion of the Mortgaged Property and Trustor Borrower knew or should have known of the activity by such lessee, occupant or user which caused or contributed to the release or threatened release. All costs and expenses, including, but not limited to, reasonable attorneys' ’ fees, incurred by Beneficiary Lender in connection with any action commenced under this Section 7.1012.4, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Mortgaged Property is environmentally impaired, plus interest thereon at the interest rate provided in the Note Default Rate until paid, shall be added to the Indebtedness Debt secured by this Deed of Trust Security Instrument and shall be due and payable to Beneficiary Lender upon its demand made at any time following the conclusion of such action.

Environmental Default and Remedies. In the event that any ---------------------------------- portion of the Mortgaged Trust Property is determined to be "“environmentally impaired" ” (as "“environmentally impaired" ” is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "“affected parcel" ” (as "“affected parcel" ” is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's ’s or Trustee's rights and ’s right sand remedies under this Deed of Trust, Beneficiary may elect to exercise its right under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected parcel portion of the Mortgaged Trust Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of its claim against Trustor Grantor to judgment, and (ii) any other rights and remedies permitted by law. For purposes of determining Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant or user of any portion of the Mortgaged Property and Trustor knew or should have known of the activity by such lessee, occupant or user which caused or contributed to the release or threatened release. All costs and expenses, including, but not limited to, attorneys' fees, attorneys and paralegals’ fees and costs and courts costs incurred by Beneficiary in connection with any action commenced under this Section 7.10Section, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Mortgaged Trust Property is environmentally impaired, plus interest thereon at the Default Rate, provided that such interest rate provided in shall not exceed the Note maximum interest rate permitted by law, until paid, shall be added to the Indebtedness Obligations secured by this Deed of Trust and shall be due and payable to Beneficiary upon its demand made at any time following the conclusion of such action. This Deed of Trust has been duly executed by Grantor as of the date first above written and is intended to be effective as of such date. FENDER MUSICAL INSTRUMENTS CORPORATION By: Name: Title: State of ) ) County of ) On this day of June, 2007, before me, , a Notary Public in and for the State of California, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal (Seal) Signature My commission expires: All that certain real property situated in the County of Riverside, State of California, described as follows: Lot 3 of that certain Xxx Xxxx Xxxxxxxxxx Xxxxxxxxxx Xx. XXX 00-000 recorded August 1, 2003 as Instrument No. 2003-584434 of Official Records, more particularly described as follows: Xxxx 0 xxx 0 xx Xxxxx Xx. 00000 as shown by Map in Book 212, Pages 10 through 13 of Maps, records of Riverside County, more particularly described as follows: Beginning at the most Easterly corner of said Lot 2; Thence South 45° 28’ 59” West along the Southeasterly line of said Lot 2,127.87 feet to a point on a tangent 556.00 foot radius curve, concave Northwesterly to which a radial line bears South 44° 31’ 01” East; Thence Westerly along said curve 328.67 feet through a central angle of 33° 52’ 09” to a point to which radial line bears South 10° 38’ 52” East to the most Southerly corner of said Lot 2; Thence North 10° 38’ 52” West, 59.72 feet; Thence North 47° 59’ 02” West, 268.95 feet to the most Easterly corner of said Lot 3; Thence South 83° 42’ 04” West along the Southerly line of said Lot 3, 408.48 feet to a point on a non-tangent 49.50 foot radius curve, concave Southwesterly to which a radial line bears North 76° 44’ 25” East said curve being the right of way of Cessna Circle; Thence Northwesterly along said curve 73.99 feet through a central angle of 84° 57’ 18” to a point to which radial line bears North 08° 12’ 53” West; Thence North 20° 41’ 53” West along the Westerly line of said Lot 3, 107.05 feet; Thence North 42° 10’ 10” East along the Northwesterly line of said Lot 3, 660.00 feet to the most Northerly corner of said Lot 2; Thence South 47° 59’ 03” East along the Northeasterly line of said Lot 2, 868.34 feet to the point of beginning. Excepting therefrom and reserving unto Xxxxxxx X. Xxxxx and Xxxxxx X. Yorba, as Successor Co-Trustees of the Rancho P.S. Yorba Trust dated June 14, 1974 by Grant Deed recorded December 15, 1988 as Document No. 88-368173 of Official Records, all oil, gas, and mineral rights in said land below a depth of 500 feet without the right of surface entry as reserved in previous deeds of record. Xxx 0 xx Xxxxx 00000, in the City of Corona, County of Riverside, State of California, as shown by Map on file in Book 212, Page(s) 10, 11, 12 and 13, of Maps, Riverside County Records. Excepting therefrom and reserving unto Xxxxxxx X. Xxxxx and Xxxxxx X. Yorba, as Successor Co-Trustees of The Rancho P.S. Yorba Trust dated June 14, 1974 by Grant Deed recorded December 15, 1988 as Instrument No. 88-368173 of Official Records, all oil, gas and mineral rights in said land below a depth of 500 feet without the right of surface entry as reserved in previous deeds of record. Reference is made to the Term Facility Credit Agreement, dated as of June 7, 2007 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among FENDER MUSICAL INSTRUMENTS CORPORATION (the “Borrower”), the Lenders party thereto, the Syndication Agent named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule 1 hereto (the “Assignor”) and the Assignee identified on Schedule 1 hereto (the “Assignee”) agree as follows: 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1 hereto. 2. The Assignor (a) 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 with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Affiliates or any other obligor or the performance or observance by the Borrower, any of its Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor, the Agents or any 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, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.13(d) of the Credit Agreement. 4. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent). 5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date. 6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement. 7. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

Environmental Default and Remedies. In the event that any ---------------------------------- portion of the Mortgaged Trust Property is determined to be "“environmentally impaired" ” (as "“environmentally impaired" ” is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "“affected parcel" ” (as "“affected parcel" ” is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's ’s or Trustee's rights and ’s right sand remedies under this Deed of Trust, Beneficiary may elect to exercise its right under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected parcel portion of the Mortgaged Trust Property and (2) exercise (i) the rights and remedies of an unsecured creditor, including reduction of its claim against Trustor Grantor to judgment, and (ii) any other rights and remedies permitted by law. For purposes of determining Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant or user of any portion of the Mortgaged Property and Trustor knew or should have known of the activity by such lessee, occupant or user which caused or contributed to the release or threatened release. All costs and expenses, including, but not limited to, attorneys' fees, attorneys and paralegals’ fees and costs and courts costs incurred by Beneficiary in connection with any action commenced under this Section 7.10Section, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Mortgaged Trust Property is environmentally impaired, plus interest thereon at the Default Rate, provided that such interest rate provided in shall not exceed the Note maximum interest rate permitted by law, until paid, shall be added to the Indebtedness Obligations secured by this Deed of Trust and shall be due and payable to Beneficiary upon its demand made at any time following the conclusion of such action. This Deed of Trust has been duly executed by Grantor as of the date first above written and is intended to be effective as of such date. By: Name: Title: State of ) ) County of ) On this day of June, 2007, before me, , a Notary Public in and for the State of California, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal (Seal) Signature My commission expires: All that certain real property situated in the County of Riverside, State of California, described as follows: Lot 3 of that certain Xxx Xxxx Xxxxxxxxxx Xxxxxxxxxx Xx. XXX 00-000 recorded August 1, 2003 as Instrument No. 2003-584434 of Official Records, more particularly described as follows: Xxxx 0 xxx 0 xx Xxxxx Xx. 00000 as shown by Map in Book 212, Pages 10 through 13 of Maps, records of Riverside County, more particularly described as follows: Beginning at the most Easterly corner of said Lot 2; Thence South 45° 28’ 59” West along the Southeasterly line of said Lot 2, 127.87 feet to a point on a tangent 556.00 foot radius curve, concave Northwesterly to which a radial line bears South 44° 31’ 01” East; Thence Westerly along said curve 328.67 feet through a central angle of 33° 52’ 09” to a point to which radial line bears South 10° 38’ 52” East to the most Southerly corner of said Lot 2; Thence North 10° 38’ 52” West, 59.72 feet; Thence North 47° 59’ 02” West, 268.95 feet to the most Easterly corner of said Lot 3; Thence South 83° 42’ 04” West along the Southerly line of said Lot 3, 408.48 feet to a point on a non-tangent 49.50 foot radius curve, concave Southwesterly to which a radial line bears North 76° 44’ 25” East said curve being the right of way of Cessna Circle; Thence Northwesterly along said curve 73.99 feet through a central angle of 84° 57’ 18” to a point to which radial line bears North 08° 12’ 53” West; Thence North 20° 41’ 53” West along the Westerly line of said Lot 3, 107.05 feet; Thence North 42° 10’ 10” East along the Northwesterly line of said Lot 3, 660.00 feet to the most Northerly corner of said Lot 2; Thence South 47° 59’ 03” East along the Northeasterly line of said Lot 2, 868.34 feet to the point of beginning. Excepting therefrom and reserving unto Xxxxxxx X. Xxxxx and Xxxxxx X. Yorba, as Successor Co-Trustees of the Rancho P.S. Yorba Trust dated June 14, 1974 by Grant Deed recorded December 15, 1988 as Document No. 88-368173 of Official Records, all oil, gas, and mineral rights in said land below a depth of 500 feet without the right of surface entry as reserved in previous deeds of record. Xxx 0 xx Xxxxx 00000, in the City of Corona, County of Riverside, State of California, as shown by Map on file in Book 212, Page(s) 10, 11, 12 and 13, of Maps, Riverside County Records. Excepting therefrom and reserving unto Xxxxxxx X. Xxxxx and Xxxxxx X. Yorba, as Successor Co-Trustees of The Rancho P.S. Yorba Trust dated June 14, 1974 by Grant Deed recorded December 15, 1988 as Instrument No. 88-368173 of Official Records, all oil, gas and mineral rights in said land below a depth of 500 feet without the right of surface entry as reserved in previous deeds of record. Reference is made to the Revolving Facility Credit Agreement, dated as of June [7], 2007 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among FENDER MUSICAL INSTRUMENTS CORPORATION (the “Borrower”), the Lenders party thereto, the Syndication Agent named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule 1 hereto (the “Assignor”) and the Assignee identified on Schedule 1 hereto (the “Assignee”) agree as follows: 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1 hereto. 2. The Assignor (a) 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 with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Affiliates or any other obligor or the performance or observance by the Borrower, any of its Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto. 3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without reliance upon the Assignor, the Agents or any 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, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.17(d) of the Credit Agreement. 4. The effective date of this Assignment and Assumption shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent). 5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date. 6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement. 7. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.