Common use of FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT Clause in Contracts

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 Assignee identified on the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 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 [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 (a) 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 letters of credit, guarantees, and swingline loans 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)] [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 [the] [any] Assignor to [the] [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.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the Assignor identified on in item 1 below (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 the Assignee identified on in item 2 below (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Trade Date inserted by the Administrative Agent as contemplated below below, (a) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including without limitation any letters of creditbelow, guarantees, and swingline loans 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)] [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 [the] [any] the Assignor to [the] [any] the Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, as the “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theXxxxxx Xxxxxxx Bank, N.A.] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 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 [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 (ai) [all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below ][the Assignor’s obligation to make an Advance to be used to purchase the Warehouse Asset(s) specified in paragraph (including without limitation 6) below and the related rights to receive payments of principal, interest, fees and any letters other amounts in respect of credit, guarantees, and swingline loans included in such facilities) Advance] and (bii) 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Loan Agreement identified below (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Bank under the Credit Loan 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] Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (bii) 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)] Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Loan 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, including 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, as the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, guaranties and swingline loans included in such facilities) and (b) facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 thereby) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the Assignor identified on named below (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 the Assignee identified on named below (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (bii) 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, including 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, as the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 each] Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe] [each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 each] Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the] [each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignees] hereunder are several and not joint.]16 joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Loan Agreement identified below (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Loan 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 Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ai) 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 Loan 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 letters of credit, guarantees, and swingline loans included in such facilities) and (bii) 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 Loan 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the] [an] “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.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the “Assignment and AssumptionAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [the**Insert name of Assignor**] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the**Insert name of Assignee**] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 consented to by U.S. Silica Company].1 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s 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 that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities Commitments identified below (including without limitation any letters of credit, guarantees, and swingline loans 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)] [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 [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and AssumptionAssignment, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, credit and swingline loans guarantees included in such facilities) and (bii) 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, including 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, as the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the this “Assignment and AssumptionAgreement”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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 Agreement as if set forth herein in full. For an agreed consideration, [the] [each] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 below, (a) the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guaranties included in such facilities) , and (b) to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 [the] [any] the Assignor to [the] [any] the Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, as the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and AssumptionAgreement, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as the same may be amended, restated, modified, or supplemented, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including including, without limitation limitation, any letters Letters of credit, guarantees, Credit and swingline loans guarantees included in such facilities) ), and (bii) 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 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 [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 AgreementAgreement (including Section 13.13(b) thereof), as of the Effective Date inserted by the Administrative Agent as contemplated below (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (bii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action 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 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 claims, and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the “Assigned Interest”). Each such 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.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the this “Assignment and AssumptionAssumption Agreement”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them provided in the Credit Note Purchase Agreement identified below (the “Credit Agreement”)below, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption Agreement as if set forth herein in full. For an agreed consideration, [the] [each] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Note Purchase Agreement, as of the Effective Date inserted by the Administrative Collateral Agent as contemplated below (ai) all the aggregate principal amount of [Notes and/or Delayed Draw Note Commitments identified below, (ii) the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Purchaser under the Credit Note Purchase Agreement and any other documents or instruments delivered pursuant thereto thereto, to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [Assignor of the respective Assignors] under the respective facilities aggregate principal amount of Notes and/or Delayed Draw Note Commitments identified below (including without limitation any letters of credit, guaranteesbelow, and swingline loans included in such facilities) and (biii) 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)] Purchaser) against any Person, whether known or unknown, arising under or in connection with the Credit Note Purchase 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 clauses (ai) and (ii) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai), (ii) and (biii) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and AssumptionAssumption Agreement, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including including, without limitation limitation, any letters of credit, guarantees, guaranties and swingline loans included in such facilities) and (b) facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 thereby) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

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 [thethe][each] [each]13 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each]1 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is is- understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees]2 hereunder are several and not joint.]16 joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Term Loan Agreement identified below (as more particularly described herein, as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Term Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][each] Assignee. The standard terms and conditions (the “Standard Terms and Conditions set forth in Conditions”) attached hereto as 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Term Loan Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (ai) all of [the Assignor’s] [the Assignor's][the respective Assignors’'] rights and obligations in [its capacity as a Lender] [their Lender][their respective capacities as Lenders] under the Credit Term Loan 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 Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans Guarantees included in such facilities) ), and (bii) to the extent permitted to be assigned under applicable lawApplicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the 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 Term Loan 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor. _______________________________________________________ 1For bracketed language used 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 to multiple Assignees, choose the second bracketed language. 2Select as appropriate. 3Include bracketed language if there are either multiple Assignors or multiple Assignees.

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 [thethe][each] [each]13 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [thethe][each] [each]14 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the AssignorsAssignors][the Assignees] [the Assignees]15 hereunder are several and not joint.]16 joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][each] Assignee. The Standard Terms and Conditions for Assignment and Assumption (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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters Letters of creditCredit, guaranteesGuarantees, and swingline loans Swingline Loans included in such facilities) ), and (bii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the the][any] Assignor (in its capacity as a Lender)] [the 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each](1) Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each](2) Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees](3) hereunder are several and not joint.]16 joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Letter of Credit Facility Agreement identified below (the “Letter of Credit Facility Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Letter of Credit Facility Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their Lender][their respective capacities as Lenders] under the Letter of Credit Facility 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 Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, Letters of credit, guarantees, and swingline loans Credit included in such facilitiesfacility) and (bii) 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 Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Letter of Credit Facility 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

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]13 the][each]1 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each]2 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees]3 hereunder are several and not joint.]16 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, guarantees and swingline other loans included in such facilities) ), and (bii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the the] [any] Assignor (in its capacity as a Lender)] [the 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “this "Assignment and Assumption”") is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 Assignor identified on ______________ (the Schedules hereto as “"Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”") and [the] [each]14 Assignee identified on ______________ (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 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 [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 (ai) all of [the Assignor’s] [the respective Assignors’] 's rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including including, without limitation any letters limitation, Letters of creditCredit, guarantees, Guarantees and swingline loans Swingline Loans included in such facilities) and (bii) 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the “"Assigned Interest”"). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 each](1) Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each](2) Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees](3) hereunder are several and not joint.]16 joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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) the interest in and to all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, the Letters of credit, guarantees, and swingline loans Credit included in such facilitiesfacility) 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)] [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 [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above foregoing being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. Reference is made to the Transfer and Administration Agreement dated as of March , 2001 as it may be amended or otherwise modified from time to time (as so amended or modified, the “Agreement”) among Arrow Electronics Funding Corporation, as transferor (in such capacity, the “SPV”), Arrow Electronics, Inc., individually (the “Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,” and Bank of America, National Association, a national banking association. Terms defined in the Agreement are used herein with the same meaning. [ ] (the “Assignor”) and [ ] (the “Assignee”) agree as follows:FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [ ], 2009, is hereby entered into by and among [ ], a [ ], as a Lender under the Financing Agreement (the “Assignor”), [ ] ([the “Assignee)”] [collectively, the “Assignees)”]), and consented to and acknowledged by Agent and Borrower (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Assignment Agreement”).

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of creditlimitation, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 thereby) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

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]13 the Assignor identified on in item 1 below (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 the Assignee identified on in item 2 below (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement Loan, Security and Collateral Management Agreement, identified in item 5 below (as amended, the “Credit Loan and Security Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Loan and Security Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Loan and Security 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] Assignor under the respective facilities identified below (including without limitation any letters of credit, guaranteesbelow, and swingline loans included in such facilities) and (bii) 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 Loan and Security 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 (ai) above (the rights and obligations sold and assigned by [the] [any] the Assignor to [the] [any] the Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, as the “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 each]15 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 each]16 Assignee identified on the Schedules 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] [the Assignees]15 Assignees]17 hereunder are several and not joint.]16 joint.]18 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 [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 (a) 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 letters of credit, guarantees, and swingline loans 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)] [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 [the] [any] Assignor to [the] [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. __________________________________ 15 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.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including including, without limitation limitation, any letters of credit, guarantees, guaranties and swingline loans included in such facilities) and (b) facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 thereby) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

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]13 Assignor identified on ______________________ (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 Assignee identified on _____________________ (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below Senior Unsecured Dutch Loan “A” Agreement, dated as of June 2, 2008, among New Sunward Holding B.V., as Borrower (the “Borrower”), the other Credit Parties party thereto, as Guarantors, the Lenders party thereto, ING Capital LLC, as Administrative Agent, HSBC Securities (USA) Inc., as Sole Structuring Agent, HSBC Securities (USA) Inc., Banco Santander, S.A., and The Royal Bank of Scotland PLC, as Joint Lead Arrangers and Joint Bookrunners (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Loan Agreement, as of the Effective Date inserted by set forth below, and established in accordance with Section 12.06 of the Administrative Agent as contemplated below Loan Agreement (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Loan 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] Assignor under the respective facilities facility identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (bii) 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 Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan Loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, as the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each](1) Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each](2) Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees](3) hereunder are several and not joint.]16 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 [the] [each] the 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, the Letters of credit, guarantees, Credit and swingline loans Bankers Acceptances included in such facilitiesfacility) and (bii) 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 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, guaranties and swingline loans included in such facilities) and (b) facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 thereby) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the this “Assignment and AssumptionAssumption Agreement”) is dated as of the Effective Date set forth below and is entered into by and between [thethe][each] [each]13 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each]7 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the AssignorsAssignors][the Assignees] [the Assignees]15 hereunder are several and not joint.]16 joint.]8 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”)below, receipt of a copy of which is hereby acknowledged by [the] [each] the 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 Agreement as if set forth herein in full. For an agreed consideration, [the] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their Bank][their respective capacities as LendersBanks] 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 Assignor][the respective Assignors] under the respective facilities identified below Loan Papers (including including, without limitation any letters limitation, the Letters of credit, guarantees, and swingline loans included in such facilitiesCredit) and (bii) 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 Bank)][the respective Assignors (in their respective capacities as LendersBanks)] 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and AssumptionAssumption Agreement, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each]1 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each]2 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees]3 hereunder are several and not joint.]16 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 [the] [eachthe][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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their Lender][their respective capacities as Lenders] under the Credit Agreement Agreement, other Loan Documents 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 Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, the Letters of credit, guarantees, Credit and swingline loans Swing Line Loans included in such facilitiesfacilities5) and (bii) 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 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theMxxxxx Sxxxxxx Bank, N.A.] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 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 [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 (ai) [all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below][the Assignor’s obligation to make an Advance to be used to purchase the Warehouse Asset(s) specified in paragraph (6) below (including without limitation and the related rights to receive payments of principal, interest, fees and any letters other amounts in respect of credit, guarantees, and swingline loans included in such facilities) Advance] and (bii) 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the Assignor identified on in item 1 below (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 the Assignee identified on in item 2 below (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 set forth below (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (bii) 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 (ai) above above, but excluding all rights of the Assignor against the Borrower and the Guarantor under Section 8.1 of the Credit Agreement (the “Reserved Indemnity Rights”) (the rights and obligations sold and assigned by [the] [any] the Assignor to [the] [any] the Assignee pursuant to clauses (ai) and (bii) above above, but excluding the Reserved Indemnity Rights, being referred to herein collectively as, as the “Assigned Interest”); provided, that the Assignee shall have no liability for or be under any obligation with respect to such Reserved Indemnity Rights. Each such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each](1) Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each](2) Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees](3) hereunder are several and not joint.]16 joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Letter of Credit Facility Agreement identified below (the “Letter of Credit Facility Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Letter of Credit Facility Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their Lender][their respective capacities as Lenders] under the Letter of Credit Facility 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 Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, Letters of credit, guarantees, and swingline loans Credit included in such facilitiesfacility) and (bii) 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 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 (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [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.or

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theNederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Term Facility Agreement identified below (as amended, the “Credit Facility Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Facility Agreement, as of the Effective Date inserted by the Administrative Agent Assignor as contemplated below by the Facility Agreement (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] under the Credit Facility 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] Assignor under the respective facilities facility identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (bii) to the extent permitted to be assigned under applicable lawApplicable 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 Personperson, whether known or unknown, arising under or in connection with the Credit Facility 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each](1) Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each](2) Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees](3) hereunder are several and not joint.]16 joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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) the interest in and to all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, the Letters of credit, guarantees, and swingline loans Credit included in such facilitiesfacility) 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)] [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 [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above foregoing being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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 the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, credit and swingline loans guaranties included in such facilities) and (b) facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 thereby, in any way based on or related each case 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 extent related to the rights amount and obligations sold and assigned pursuant to clause percentage interest identified below) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [thethe][each][1] [each]13 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [thethe][each][2] [each]14 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the AssignorsAssignors][the Assignees][3] [the Assignees]15 hereunder are several and not joint.]16 joint.][4] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guaranteesbelow, and swingline loans included in such facilities) and (bii) 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 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the Assignor identified on named below (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 the Assignee identified on named below (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”)below, receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities facility identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (bii) 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, including 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, as the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 each]15 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 each]16 Assignee identified on the Schedules 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] [the Assignees]15 Assignees]17 hereunder are several and not joint.]16 joint.]18 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 [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 (a) 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 letters of credit, guarantees, and swingline loans 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)] [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 [the] [any] Assignor to [the] [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.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each]1 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each]2 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees]3 hereunder are several and not joint.]16 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Five-Year Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, the Letters of creditCredit, guarantees, Swingline Loans and swingline loans the guarantees included in such facilitiesfacility) and (bii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the 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 Law or in equity related to the rights and obligations sold and assigned pursuant to clause (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, guaranties and swingline loans included in such facilities) and (b) facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 thereby) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each](1) Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each](2) Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees](3) hereunder are several and not joint.]16 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 [the] [each] the 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, the Letters of credit, guarantees, and swingline loans Credit included in such facilitiesfacility) and (bii) 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 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. ​ This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the Assignor identified on in item 1 below (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 the Assignee identified on in item 2 below (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Trade Date inserted by the Administrative Agent as contemplated below below, (a) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including without limitation any letters of creditbelow, guarantees, and swingline loans 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)] [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 [the] [any] the Assignor to [the] [any] the Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, as the “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.. ​

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [thebetween] [each]13 among][the][each] Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [thethe][each] [each]14 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the AssignorsAssignors][the Assignees] [the Assignees]15 hereunder are several and not joint.]16 joint.] Capitalized terms used but not defined herein shall have the meanings given to them such terms in the Credit Term Loan Agreement identified below (as amended from time to time, the “Credit Term Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Term Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their Lender][their respective capacities as Lenders] under the Credit Term Loan 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 Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of creditterm loan credit commitments, guarantees, term loans and swingline loans guarantees included in such facilities) ), and (bii) to the extent permitted to be assigned under applicable lawApplicable Law, all claims, suits, causes of action and any other right of [the the] [any] Assignor (in its capacity as a Lender)] [the 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 Term Loan 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, including 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment assignment and Assumption assumption agreement (the “Assignment and Assumption”) is dated as of the Effective Date set forth out below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented, restated or replaced from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth out 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 out herein in full. For an agreed good and valuable consideration, [the] [each] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender 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] Assignor under the respective facilities identified below (including without limitation any letters Letters of credit, guarantees, Credit and swingline loans Swingline Loans 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)] [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, including 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 [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, as the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

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]13 the][each]1 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each]2 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees]3 hereunder are several and not joint.]16 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any revolving credit commitments, letters of credit, guarantees, and swingline loans included in such facilities) ), and (bii) 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 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][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.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each]2 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each]3 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 Assignors][the Assignees]4 hereunder are several and not joint.]16 joint.]5 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Five-Year Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [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 (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters limitation, the Letters of creditCredit, guarantees, Swingline Loans and swingline loans the guarantees included in such facilitiesfacility) and (bii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the 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 Law or in equity related to the rights and obligations sold and assigned pursuant to clause (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

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]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below Senior Unsecured Maturity Loan “B” Agreement, dated as of [.], among New Sunward Holding B.V., as Borrower (the “Borrower”), the other Credit Parties party thereto, as Guarantors, the Lenders party thereto, ING Capital LLC, as Administrative Agent, HSBC Securities (USA) Inc., as Sole Structuring Agent, HSBC Securities (USA) Inc., Banco Santander, S.A., and The Royal Bank of Scotland PLC, as Joint Lead Arrangers and Joint Bookrunners (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Loan Agreement, as of the Effective Date inserted by set forth below, and established in accordance with Section 13.06 of the Administrative Agent as contemplated below Loan Agreement (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Loan 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] Assignor under the respective facilities facility identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (bii) 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 Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan Loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including 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 (ai) above (the rights and obligations sold and arid assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, as the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 the][each]1 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [the] [each]14 the][each]2 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of the [the Assignors] [the Assignees]15 Assignors][Assignees]3 hereunder are several and not joint.]16 joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented and/or modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) 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] [eachthe][each] Assignor hereby irrevocably sells and assigns to the [the Assignee] [the respective Assignee][respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from the [the Assignor] [the respective Assignor][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 (ai) all of the [the Assignor’s] [the respective Assignor’s][respective Assignors’] rights and obligations in [its capacity as a Lender] [their 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 [the Assignor] [the respective Assignor][respective Assignors] under the respective facilities Tranches identified below (including without limitation any letters of credit, guaranteesguarantees ), and swingline loans included in such facilities) and (bii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the [the Assignor (in its capacity as a Lender)] [the respective Lender)][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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [anythe][any] Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the this “Assignment and AssumptionAssumption Agreement”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them provided in the Credit Note Purchase Agreement identified below (the “Credit Agreement”)below, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption Agreement as if set forth herein in full. For an agreed consideration, [the] [each] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Note Purchase Agreement, as of the Effective Date inserted by the Administrative Collateral Agent as contemplated below below, (ai) all the aggregate principal amount of [Notes and/or Delayed Draw Note Commitments identified below, (ii) the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Purchaser under the Credit Note Purchase Agreement and any other documents or instruments delivered pursuant thereto thereto, to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [Assignor of the respective Assignors] under the respective facilities aggregate principal amount of Notes and/or Delayed Draw Note Commitments identified below (including without limitation any letters of credit, guaranteesbelow, and swingline loans included in such facilities) and (biii) 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)] Purchaser) against any Person, whether known or unknown, arising under or in connection with the Credit Note Purchase 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 clauses (ai) and (ii) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai), (ii) and (biii) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and AssumptionAssumption Agreement, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Designated Agent as contemplated below (a) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, guaranties and swingline swing line loans included in such facilities) and (b) facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), 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, Person whether known or unknown, 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 thereby) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the “Assignment and AssumptionAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules 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] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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) below, the interest in and to all of [the Assignor’s] [the respective Assignors’] ’s 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 that represents the amount and percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of [the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of creditincluding, guarantees, and swingline loans 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)] [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 included in any way based on or related to any such facilities, letters of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims credit and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause swingline loans) (a) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and AssumptionAssignment, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]13 each]14 Assignor identified on the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [the] [each]14 each]15 Assignee identified on the Schedules 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] [the Assignees]15 Assignees]16 hereunder are several and not joint.]16 joint.]17 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 [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 (a) 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 letters of credit, guarantees, and swingline loans 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)] [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 [the] [any] Assignor to [the] [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.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption ASSIGNMENT AND ASSUMPTION (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [theInsert name of Assignor] [each]13 Assignor identified on (the Schedules hereto as “Assignor” [or “Assignors” (collectively, the “Assignors” and each] an “Assignor”) and [theInsert name of Assignee] [each]14 Assignee identified on (the Schedules hereto as “Assignee” or “Assignees” (collectively, the “Assignees” and each an “Assignee”), Frankly Inc., as Borrower, Frankly Co. and Frankly Media LLC, as Guarantors, Raycom Media Inc., as Initial Lender, and the other Persons party to the below-mentioned Credit Agreement, as Lenders from time to time. [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]15 hereunder are several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] the 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 Agreement as if set forth herein in full. For an agreed consideration, [the] [each] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] the 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 Assignor as contemplated below below: (ai) all of [the Assignor’s] [the respective Assignors’] ’s rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders] Lender under the Credit Agreement Agreement, the other Loan Documents and any other documents or instruments delivered pursuant thereto thereto, but only to the extent related to the amount and percentage interest and the Facility 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 letters of credit, guaranteesbelow, and swingline loans included in such facilities) and (bii) to the extent permitted to be assigned under applicable lawApplicable Law and only to the extent related to the amount and percentage interest and the Facility identified below, 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, the other Loan Documents and 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 (ai) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to [the] [any] the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] the Assignor.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT. This Assignment and Assumption Agreement (the “Assignment and AssumptionAssumption Agreement”) is dated as of the Effective Date set forth below [_______ ___, 20__] and is entered into by and between [thethe][each] [each]13 Assignor identified on the Schedules hereto as “Assignor” in item 1 below ([or “Assignors” (collectivelythe][each, the “Assignors” and eachan] an “Assignor”) and [thethe][each] [each]14 Assignee identified on the Schedules hereto as “Assignee” or “Assignees” in item 2 below (collectively[the][each, the “Assignees” and each an an] “Assignee”). [It is understood and agreed that the rights and obligations of [the AssignorsAssignors][the Assignees] [the Assignees]15 hereunder are several and not joint.]16 joint.][2] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Loan Agreement identified below (as the same may be amended, restated, amended and restated, supplemented, refinanced or otherwise modified from time to time, the “Credit Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the] [eachthe][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 Agreement as if set forth herein in full. For an agreed consideration, [the] [eachthe][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [the] [eachthe][each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below date hereof (ai) all of [the Assignor’s] [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their Lender][their respective capacities as Lenders] under the Credit Loan 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 Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (bii) 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 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 Loan 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 (ai) above (the rights and obligations sold and assigned by [the] [anythe][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (ai) and (bii) above being referred to herein collectively as, the as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [anythe][any] Assignor and, except as expressly provided in this Assignment and AssumptionAssumption Agreement, without representation or warranty by [the] [anythe][any] Assignor.