Common use of Assignment and Assumption Clause in Contracts

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment (a) Effective on and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 considerationdate hereof, the Assignor hereby irrevocably sells sells, assigns, conveys and assigns transfers to [the Assignee] [the respective Assignees]Depositor all of its right, title and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignorinterest in, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Flow Servicing Agreement and any other documents or instruments delivered pursuant thereto to the extent related relating to the amount and percentage interest identified below of all of Specified Mortgage Loans, together with its obligations as “Owner” (as such outstanding rights and obligations of term is defined in the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (iiFlow Servicing Agreement) to the extent permitted relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor. (c) Assignee agrees to be assigned under applicable lawbound, as “Owner” (as such term is defined in the Flow Servicing Agreement), by all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Personterms, 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 covenants and conditions 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 Flow Servicing Agreement relating to the rights Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations sold as Owner thereunder in respect of the Specified Mortgage Loans, and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each Assignor is released from such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignorobligations.

Assignment and Assumption. This Assignment and Assumption (the this “Assignment and AssumptionAssignment”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] _________________ (the “Assignor”) and ____________________ (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Loan Agreement identified below (as amended, 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, 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 below, (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of creditGuaranties), guarantees, and swingline loans included in such facilities) and (ii) 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) 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, to contract claims, tort claims, malpractice claims, statutory claims and all other claims at law Law or in equity equity, related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and AssumptionAssignment, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] the Assignor named below (the “Assignor”) and the parties identified on Assignee named below (the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the 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 I 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) below: all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment Subject to the terms and Assumption conditions of this Agreement, the Assignor and the Assignee agree that: (a) the “Assignment Assignor hereby sells, transfers, assigns and Assumption”) is dated as delegates to the Assignee, in consideration of entry by the Assignee into this Agreement [and of Payment by the Assignee to the Assignor of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [each] Assignee. The Standard Terms and Conditions amount set forth in Annex 1 attached hereto are Item VI]; and (b) the Assignee hereby agreed to purchases, assumes 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes undertakes from the Assignor, subject without recourse and without representation or warranty (except as expressly provided in this Agreement) a share equal to and the percentage set forth in accordance with the Standard Terms and Conditions and the Credit Agreement, Item VII (expressed as a percentage of the Effective Date inserted by aggregate Advances and Commitments of the Agent as contemplated below (iBank Group) all of the Assignor’s rights commitments, loans, participations, rights, benefits, obligations, liabilities and obligations indemnities under and in its capacity as a Lender connection with the Credit Agreement and all of the Advances, including without limitation the right to receive payment of principal, and interest on such percentage of the Assignor’s Advances, and the obligation to fund all future Advances and drawings under the Letters of Credit in respect of such assignment, and to indemnify the Agent or any other party under the Credit Agreement and any to pay all other documents or instruments delivered pursuant thereto to amounts payable by a Bank (in such percentage of the extent related to the amount and percentage interest identified below of all of such outstanding rights and aggregate obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilitiesBank Group) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 . The interest of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims Assignor under the Credit Agreement (including the portion of the Assignor’s Advances and all other claims at law or in equity related to such commitments, loans, participations, rights, benefits, obligations, liabilities and indemnities) which the rights Assignee purchases and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being assumes hereunder is hereinafter referred to herein collectively as, [the] [an] as its “Assigned InterestShare”). Each such sale and The day upon which the Assignee shall make the payment described in the prior paragraph is hereinafter referred to as the “Funding Date”. Upon completion of the assignment is without recourse to hereunder, the Assignor and, except as expressly provided will have the revised share of the total Loans and Commitments of the Bank Group set fort in this Assignment and Assumption, without representation or warranty by the AssignorItem VIII.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each each, an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees hereunder are several and not 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”)below, receipt of a copy of which is hereby acknowledged by [the] [each] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees each Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including including, without limitation limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to [the] [any] any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] an “Assigned InterestInterests”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This (a) In the event that Assignee gives a Notice of Intent to Assume and has not given a Cancellation Notice prior to the Assignment and Assumption (the “Assignment and Assumption”) is dated Effective Date, then, effective as of the Assignment Effective Date, all of Assignor’s right, title and interest in and to the Lease shall vest in Assignee as of the Assignment Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto and, except as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed this Assignment, Assignee shall be deemed to have assumed the obligation to observe and incorporated herein by reference and made a perform the terms, conditions, covenants to be observed or performed on the part of this Assignment Assignor under the Lease to the extent the obligation to observe and Assumption as if set forth herein in full. For an agreed consideration, perform the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below same: (i) all of first arises after the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) Assignment Effective Date; and (ii) does not arise out of any failure by Assignor 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) against any Person, whether known observe 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 perform any of the foregoingterms, includingconditions, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related covenants under the Lease prior to the rights Assignment Effective Date. (b) In the event that Assignee gives a Notice of Intent to Assume and has not given a Cancellation Notice prior to the Assignment Effective Date, then, in addition to the obligations sold assumed by Assignee under Section 4(a), Assignee agrees with Landlord that Assignee will cure all Curable Defaults identified in the Termination Notice within the number of days provided for cure thereof in the Lease, measured from the Assignment Effective Date. Assignor agrees to reimburse Assignee, upon demand, for all costs and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] expenses incurred by Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”under this Section 4(b). Each such sale and assignment is without recourse For avoidance of doubt, Assignee shall not have any obligation to cure any defaults by Assignor under the Assignor and, except as expressly provided Lease that are not Curable Defaults identified in this Assignment and Assumption, without representation or warranty by the AssignorTermination Notice.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment (a) With effect on and Assumption (the “Assignment and Assumption”) is dated as of after the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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”defined in SECTION 5 hereof), 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject the Assigned Amount, which shall be equal to and in accordance with _____% (the Standard Terms and Conditions and "ASSIGNEE'S PERCENTAGE SHARE") of the Credit aggregate Commitment under the Facility Agreement, as including, without limitation, the Assignee's Percentage Share of the aggregate Commitment and any outstanding Loans. The assignment set forth in this SECTION 1(A) shall be without recourse to, or representation or warranty (EXCEPT as expressly provided in this Agreement) by, the Assignor. (b) With effect on and after the Effective Date inserted by Date, the Agent as contemplated below (i) Assignee shall be a party to the Facility Agreement and succeed to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto be obligated to the extent related to the amount and percentage interest identified below of perform all of such outstanding rights and the obligations of the Assignor under the respective facilities identified below (including without limitation any letters Facility Agreement with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of creditthe obligations which by the EXHIBIT F terms of the Facility Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Assignor's Commitment shall, guaranteesas of the Effective Date, be reduced by an amount equal to the Assigned Amount and swingline loans included in such facilities) the Assignor shall relinquish its rights and (ii) be released from its obligations under the Facility Agreement to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of such obligations have been assumed by the Assignor Assignee. (in its capacity as a Lenderc) 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 After giving effect to the rights assignment and obligations sold and assigned pursuant to clause (i) above (assumption, on the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively asEffective Date, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAssignee's Commitment will be U.S.$_____________.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]3 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees][the Assignors]4 hereunder are several and not joint.] joint.]5 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated or otherwise modified, 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]2 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees]3 hereunder are several and not joint.] 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 or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] each Assignee. The Standard Terms and Conditions set forth in Annex 1 (the “Standard Terms and Conditions”) 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment On the First Amendment Effective Date, immediately after giving effect to the amendments in Section 2 and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 for an agreed consideration, ▇▇▇▇▇ Fargo Bank, National Association, as Lender (the Assignor “Existing Lender”) hereby irrevocably sells and assigns to [JPMorgan Chase Bank, N.A. (the Assignee] [the respective Assignees]“New Lender”), and [the] [each] Assignees the New Lender hereby irrevocably purchases and assumes from the AssignorExisting Lender, subject to and in accordance with the Standard Terms and Conditions attached as Annex 1 to Exhibit G to the Credit Agreement (the “Standard Terms and Conditions”) and the Credit Agreement, as of Agreement (the Effective Date inserted by the Agent as contemplated below “Assignment and Assumption”): (i) all of the AssignorExisting Lender’s rights and obligations in its capacity as a 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 in the grid below under the caption “Assigned Interests” (the “Assigned Interests Grid”) of all of such the Existing Lender’s outstanding rights and obligations under the Credit Agreement, including, without limitation, the Commitment and the Maximum Credit Amount of the Assignor under Existing Lender specified in the respective facilities identified below Assigned Interests Grid and all of the Loans specified in the Assigned Interests Grid owing to the Existing Lender which are outstanding on the First Amendment Effective Date, together with the participations in Letters of Credit and LC Disbursements specified in the Assigned Interests Grid held by the Existing Lender on the First Amendment Effective Date, but excluding accrued interest and fees to and excluding the First Amendment Effective Date, such that, after giving effect to such sale, assignment, purchase and assumption, the New Lender shall have purchased and assumed from the Existing Lender the Commitment, Maximum Credit Amount and Loans (including without limitation any letters and participations in Letters of credit, guarantees, Credit and swingline loans included LC Disbursements) specified in such facilities) the Assigned Interests Grid and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor Existing Lender (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”)above. Each such Such sale and assignment is without recourse to the Assignor Existing Lender and, except as expressly provided in this Assignment the Standard Terms and AssumptionConditions, without representation or warranty by the AssignorExisting Lender. The Administrative Agent hereby waives the fee payable to the Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement in connection with the Assignment and Assumption. The Standard Terms and Conditions are hereby agreed to and incorporated herein by reference and made a part of the terms of the Assignment and Assumption pursuant to this Section 3 as if set forth herein in full.

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 [INSERT NAME OF ASSIGNORinsert name of Assignor] (the “Assignor”) and [insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as same may be amended, modified, increased, supplemented and/or restated 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectivelyeach, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees hereunder are several and not joint.] Include bracketed language if there are multiple Assignees. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Term Loan Agreement identified below (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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, 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 below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender 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 under the respective facilities identified below (including including, without limitation limitation, any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the 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 I 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions set forth in Annex I attached hereto and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below: (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees]2 hereunder are several and not joint.] joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the 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] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including including, without limitation limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] the Assignor (the “Assignor”as defined below) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto (as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”defined below). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but in this Assignment and Assumption and not otherwise defined herein shall have the meanings given to them specified in the Five-Year Credit Agreement identified below dated as of May 31, 2007, among WABCO Holdings Inc., the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, ▇.▇. ▇▇▇▇▇▇ Europe Limited, as London Agent, ABN AMRO Bank, N.V., as Syndication Agent, and Bank of America, N.A., BNP Paribas and Citibank N.A., as Documentation Agents (as the same may be amended, 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities facility identified below (including without limitation any letters Letters of credit, guarantees, and swingline loans Credit or Swingline Loans included in such facilitiesfacility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment Subject to the terms and Assumption (the “Assignment and Assumption”) is dated conditions hereof, as of the Effective Date Date, Assignor sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth below herein), and is entered into by Assignee purchases and between [INSERT NAME OF ASSIGNOR] assumes from Assignor, the percentage interest specified on Schedule I hereto in all of the rights and obligations with respect to the Commitments and outstanding Loans of Lenders arising under the Credit Agreement and the other Credit Documents (the “"Assigned Share"). In consideration of such assignment, Assignee hereby agrees to pay to Assignor”) and the parties identified , on the Schedules hereto and [the] [each] Assignee identified date set forth on the Schedules Schedule I hereto as “Assignee” or as “Assignees” the Settlement Date (collectivelythe "Settlement Date"), the “Assignees” and each an “Assignee”principal amount of any outstanding loans included within the Assigned Share (such principal amount referred to herein as the "Purchase Price"), such payment to be made by wire transfer of immediately available funds. [It is understood and agreed that Upon the occurrence of the Effective Date: (a) the Assignee shall have the rights and obligations of [a Lender to the Assignees] hereunder are several extent of the Assigned Share and not joint.] Capitalized terms used but not defined herein shall have the meanings given thereafter be a party to them in the Credit Agreement identified below and a Lender for all purposes of the Credit Documents; (as amendedb) Assignor shall, to the “Credit Agreement”)extent of the Assigned Share, receipt relinquish its rights (other than any rights which survive the payment of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms the Loans under Section 10.8 thereof) 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes be released from the Assignor, subject to and in accordance with the Standard Terms and Conditions and its obligations under the Credit Agreement, as ; and (c) the Commitments shall be modified to reflect the Commitment of Assignee and any remaining Commitment of Assignor. From and after the Effective Date inserted by the Date, Administrative Agent as contemplated below (i) shall make all of the Assignor’s rights and obligations in its capacity as a Lender payments under the Credit Agreement in respect of the Assigned Share (i) in the case of any interest and any other documents or instruments delivered pursuant thereto fees that shall have accrued prior to the extent related Settlement Date, to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of creditAssignor, guarantees, and swingline loans included in such facilities) and (ii) in all other cases, to Assignee; provided, Assignor and Assignee shall make payments directly to each other to the extent permitted necessary to be assigned effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Administrative Agent under applicable law, all claims, suits, causes of action and any other right the Credit Documents in respect of the Assignor (Assigned Share in its capacity as the event that, for any reason whatsoever, the payment of consideration contemplated by this Section 1 occurs on a Lender) against any Person, whether known or unknown, arising under or in connection with date other than the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSettlement Date.

Assignment and Assumption. This Assignment (a) Effective on and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 considerationdate hereof, the Assignor hereby irrevocably sells sells, assigns, conveys and assigns transfers to [the Assignee] [the respective Assignees]Depositor all of its right, title and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignorinterest in, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Flow Sale and Servicing Agreement and any other documents or instruments delivered pursuant thereto to the extent related relating to the amount Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Sale and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (iiServicing Agreement) to the extent permitted relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from the Assignor and assumes such obligations. (b) Effective on and as of the date hereof, the Depositor hereby sells, assigns, conveys and transfers to the Assignee all of its right, title and interest in, to and under the Flow Sale and Servicing Agreement to the extent relating to the Specified Mortgage Loans, together with its obligations as “Owner” (as such term is defined in the Flow Sale and Servicing Agreement) to the extent relating to the Specified Mortgage Loans, the Depositor is released from all obligations under the Flow Sale and Servicing Agreement, and the Assignee hereby accepts such assignment from the Depositor and assumes such obligations. (c) Assignee agrees to be assigned under applicable lawbound, as “Owner” (as such term is defined in the Flow Sale and Servicing Agreement), by all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Personterms, 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 covenants and conditions of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims Flow Sale and all other claims at law or in equity related Servicing Agreement relating to the rights Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor, Depositor and Servicer all of Assignor’s obligations sold as Owner thereunder in respect of the Specified Mortgage Loans, and assigned pursuant to clause (i) above (the rights and Assignor is released from such obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty assumed by the AssignorAssignee.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Amended and Restated Master Repurchase Agreement identified below (as amended, the “Credit Repurchase 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Repurchase Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender Buyer under the Credit Repurchase 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans Swing Line Transactions included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a LenderBuyer) against any Person, whether known or unknown, arising under or in connection with the Credit Repurchase Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions Transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited toincluding Purchased Loans, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the undivided ownership interest in Purchased Loans and the other rights and obligations sold and assigned pursuant to clause (i) above (the undivided ownership interest in Purchased Loans and all other rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNORthe] [each]1 Assignor (the “Assignor”as defined below) and the parties identified on the Schedules hereto and [the] [each] each]2 Assignee identified on the Schedules hereto (as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations defined below) pursuant to Section 10.07 of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below dated as of October 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Avaya Inc., a Delaware corporation (the “Borrower”), Sierra Holdings Corp., Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and each lender from time to time party thereto, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement. 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 [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees 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, (i) all of [the Assignor’s ’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender Lender] [their respective capacities as Lenders] under the Credit Agreement Agreement, any other Loan Documents and any other documents or instruments delivered pursuant thereto to any of the foregoing to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor] [the respective Assignors] under the respective facilities facility identified below (including without limitation participations in any letters Letters of credit, guarantees, and swingline loans Credit or Swing Line Loans included in such facilitiesfacility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action 1 For bracketed language here and any other right of the Assignor (elsewhere in its capacity as a Lender) 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 this form relating to the rights and obligations sold and assigned pursuant to clause (i) above (Assignor(s), if the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to from a single Assignor, choose the Assignor andfirst bracketed language. If the assignment is from multiple Assignors, except as expressly provided in this Assignment and Assumption, without representation or warranty by choose the Assignorsecond bracketed language.

Assignment and Assumption. This Assignment 2.1 Assignor for $10 and Assumption for other good and valuable consideration, receipt of which is hereby acknowledged, does hereby assign, transfer, sell and convey unto Assignee, without recourse or, except as provided below in this Section 2.1, representation or warranty, all of Assignor's right, title and interest accruing on or after the Effective Time hereof in, to and under the Lease, free and clear of Liens other than Permitted Liens, to have and hold the said Lease unto Assignee, its successors and assigns, to and for its and their use forever; provided, however, that Assignor retains and does not assign to Assignee any rights or benefits accrued or arising pursuant to the Lease in respect of the period prior to the Effective Time hereof, including, Rent paid in advance prior to the date hereof and which is allocable to the period prior to the Effective Time, and Assignor retains and does not assign to Assignee hereby Assignor's (or if applicable, a Prior Party's) rights under Sections 5.6, 5.7, 5.8, 5.9, 5.10, 5.12, 9 (as an additional insured in their capacity as an Indemnitee for liability purposes only), 10 or 14.3 of the CTA as if Assignor and such Prior Parties continued to be named as a Tax Indemnitee or Indemnitee, as the case may be, thereunder in the capacity as "Lessor" (and/or Owner, Financing Parties' Representative and Financing Party, as the case may be) for the period prior to the Effective Time and in the capacity as a Prior Party for the period after the Effective Time (collectively, the "Retained Rights"). In furtherance of the foregoing, (i) Assignor shall pay to Assignee on the date of the Effective Time an amount equal to all Rent paid in advance and allocable to the period on or after the date of the Effective Time in accordance with the terms and conditions of the Purchase Agreement and (ii) from the Effective Time, Assignee shall be entitled to all rights, remedies and benefits of Lessor provided for under the Lease, including, the right to make all inspections and determinations and give all requests thereunder, the right to receive all payments and other performance by Lessee thereunder and the right to exercise all rights and remedies of Lessor with respect to Lessee or the Aircraft thereunder other than in respect of Retained Rights. 2.2 Assignee hereby assumes all of the duties, liabilities, and obligations of Lessor under the Lease arising or accruing on or after the Effective Time, and agrees that it shall be bound by all the terms of, and shall undertake all of the obligations of Lessor contained in, the Lease, arising on or after the Effective Time hereof; provided, however, that Assignee does not assume, and Assignor shall be and shall remain obligated to Lessee for, all duties, liabilities and obligations of Lessor under the Lease arising or accruing prior to the Effective Time (the “Assignment "Retained Obligations"). For avoidance of doubt, Assignee hereby confirms that, from the Effective Time, it is assuming all the obligations of Lessor under the Lease (other than the Retained Obligations) including, without limitation, the obligations, if any, of Lessor under Sections 5.11, 7.1 and Assumption”) is dated 7.2 of the CTA. 2.3 Assignee and Assignor hereby covenant and agree to execute and to deliver to each other and to Lessee from time to time such other documents, instruments and agreements as any of them reasonably may request in order to further evidence the assignment, assumption and substitution effected hereby or otherwise to carry out the purposes and intent of this Agreement. Assignee agrees that, in all matters relating to any Retained Rights, Assignee shall not amend the Lease or otherwise act in derogation of any Retained Rights. 2.4 In furtherance of the foregoing, Assignor hereby agrees to [pay to Assignee an amount equal to the Deposit] [transfer to Assignee the Letter of Credit] [and pay an amount equal to Lessor's maximum potential Maintenance Contribution liability under Section 7.2 of the CTA as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”)Time]. [It is understood Assignor and agreed that the rights Assignee shall execute and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein deliver a receipt for such payments, which receipt shall have the meanings given be acknowledged by Lessee pursuant to them in the Credit Agreement identified below (as amendedwhich acknowledgment Lessee shall agree that, the “Credit Agreement”), upon Assignee's receipt of a copy such payments, Assignor shall not have any further obligations under the Lease relating to the Deposit, Supplemental Rent or Maintenance Contributions or amounts payable in respect thereof and Assignee's obligations in respect thereof as of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions the date hereof shall be limited to the amounts 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assigneessuch receipt.], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (2.1 In consideration for the “Assignment and Assumption”) is dated as payment of the Effective Date set forth below and is entered into by and Assignment Amount (or any such other settlement arrangement or set-off arrangement agreed between [INSERT NAME OF ASSIGNOR] (the “Assignor”) Assignor and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor with immediate effect on the Assignment Date, hereby unconditionally, irrevocably sells and absolutely assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) Assignee all of the Assignor’s rights rights, title, interest and obligations present and future in, to, under and in respect of the Debt and the Assigned Documents together with the benefit of its capacity as a Lender rights, claims and remedies in, to, under and in respect of such Debt and the Assigned Documents. 2.2 On and from the Assignment Date: (a) the Assignee agrees to pay the Assignment Amount in full on the Assignment Date (or enter into such other settlement arrangement or set-off arrangement agreed between the Assignee and Assignor); (b) the Assignee irrevocably accepts the assignment by the Assignor of, and hereby assumes all of the Assignor’s rights, title and interest present and future in, to, under and in respect of the Debt and the Assigned Documents and further accepts the assignment by the Assignor of, and hereby assumes, the benefit of the Assignor’s rights, claims and remedies in, to, under and in respect of the Debt and the Assigned Documents; (c) the Assignor is released from all its obligations and liabilities under the Credit Agreement and any other documents or instruments delivered pursuant thereto Assigned Documents and, with respect to the extent related Debt, all associated obligations and liabilities under Facility Agreement; and (d) the Assignee becomes a party to the amount Assigned Documents as the “Lender” and percentage interest identified below assumes the Assignor’s obligations and liabilities under the Assigned Documents and, with respect to the Debt, all associated obligations and liabilities under the Facility Agreement, in each case equivalent to those from which the Assignor is released under Clause 2.2(c). 2.3 The Assignee hereby gives notice to the Borrower of, and the Borrower hereby acknowledges and (and in compliance with, and for the purposes of, clause 15.3 (Assignment by Lender) of all the Facility Agreement) unconditionally consents without any objection to, as evidenced by its signature to this deed, the assignment and assumption of such outstanding the rights, title, interests and obligations present and future in, to, under and in respect of the Debt and the Assigned Documents pursuant to Clause 2.1 and Clause 2.2 and upon the terms and conditions set out in this deed. The Borrower further hereby acknowledges that the rights of the Assignor under the Debt and the Assigned Documents will be exercisable by, the liabilities and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guaranteesAssigned Documents have been assumed by, and swingline loans included any notices in such facilities) connection therewith must be given to, the Assignee. Other than as set out above, the Debt and the Assigned Documents shall continue on its existing terms in all other respects. 2.4 The Assignee hereby gives notice to the Shareholder of, and the Shareholder hereby acknowledges and (iiand in compliance with, and for the purposes of, clause 13.7 (Assignment by Lender) of each agreement constituting the Security) unconditionally consents without any objection to, as evidenced by its signature to this deed, the extent permitted assignment and assumption of the rights, title, interests and obligations present and future in, to, under and in respect of the Security pursuant to be assigned under applicable law, all claims, suits, causes of action Clause 2.1 and any other right Clause 2.2 and upon the terms and conditions set out in this deed. The Shareholder further hereby acknowledges that the rights of the Assignor (in its capacity as a Lender) against under the Security will be exercisable by, the liabilities and obligations of the Assignor under the agreements constituting the Security have been assumed by, and any Person, whether known or unknown, arising under or notices 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 therewith must be given to, contract claimsthe Assignee. Other than as set out above, tort claims, malpractice claims, statutory claims and the Security shall continue on its existing terms in all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignorrespects.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the AssigneesAssignees][the Assignors] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment On the Second Amendment Effective Date, immediately prior to giving effect to the amendments in Section 2 and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 for an agreed consideration, each Lender party to the Assignor Credit Agreement immediately prior to the Second Amendment Effective Date (the “Existing Lenders”) hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees]each of Credit Suisse AG, Cayman Islands Branch and ▇▇▇▇▇▇▇ Sachs Bank USA (each, a “New Lender”), and [the] [each] Assignees each New Lender hereby irrevocably purchases and assumes from the AssignorExisting Lenders, subject to and in accordance with the Standard Terms and Conditions attached as Annex 1 to Exhibit G to the Credit Agreement (the “Standard Terms and Conditions”) and the Credit Agreement, as of Agreement (the Effective Date inserted by the Agent as contemplated below “Assignment and Assumption”): (i) all of the Assignoreach Existing Lender’s rights and obligations in its capacity as a 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 in the grid below under the caption “Assigned Interests” (the “Assigned Interests Grid”) of all of such Existing Lender’s outstanding rights and obligations under the Credit Agreement, including, without limitation, the Commitment and the Maximum Credit Amount of such Existing Lender specified in the Assigned Interests Grid and all of the Assignor Loans specified in the Assigned Interests Grid owing to such Existing Lender which are outstanding on the Second Amendment Effective Date, together with the participations in Letters of Credit and LC Disbursements specified in the Assigned Interests Grid held by such Existing Lender on the Second Amendment Effective Date, but excluding accrued interest and fees to and excluding the Second Amendment Effective Date, such that, after giving effect to such sale, assignment, purchase and assumption, each New Lender shall have purchased and assumed from the Existing Lenders the Commitment, Maximum Credit Amount and Loans (and participations in Letters of Credit and LC Disbursements) specified in the below grid under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) caption “Assumed Interests” and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor Existing Lenders (each in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”)above. Each such Such sale and assignment is without recourse to the Assignor any Existing Lender and, except as expressly provided in this Assignment the Standard Terms and AssumptionConditions, without representation or warranty by any Existing Lender. The Administrative Agent hereby waives the Assignorfee payable to the Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement in connection with the Assignment and Assumption. The Standard Terms and Conditions are hereby agreed to and incorporated herein by reference and made a part of the terms of the Assignment and Assumption pursuant to this Section 3 as if set forth herein in full.

Assignment and Assumption. This Assignment (a) On and Assumption (the “Assignment and Assumption”) is dated effective as of the Effective Date (and subject to the conditions set forth below in Section 13(b)) (A) each Lender with an amount opposite its name under the column “Assigned Amount” on Schedule A (each such Lender, an “Assignor” and is entered into by and between [INSERT NAME OF ASSIGNOR] (each such amount, the “AssignorAssigned Amount”) hereby irrevocably assigns and sells to Assignees (as defined below) an amount of its Loans equal to the parties identified Assigned Amount and (B) each Lender with an amount opposite its name under the column “Assumed Amount” on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as Schedule A (each such Lender, an “Assignee” or as “Assignees” (collectivelyand each such amount, the “Assignees” and each an “AssigneeAssumed Amount”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby severally irrevocably purchases and assumes an amount of Loans from Assignors in an aggregate amount for all assumptions made by each Assignee equal to its Assumed Amount. (b) Each Assignor hereby makes the Assignor, subject to representations and warranties that are provided for in accordance with Section 1.1 of the Standard Terms and Conditions to the form Assignment & Acceptance set forth in Exhibit E of the Credit Agreement with respect to its Assigned Amount (as though it were the “Assigned Interest” thereunder). Each Assignee hereby makes such representations and warranties that are provided for in Section 1.2 of the Standard Terms and Conditions to the form Assignment & Acceptance set forth in Exhibit E of the Credit Agreement with respect to its Assumed Amount (as though it were the “Assigned Interest” thereunder). Each of the parties to this Amendment agrees that the assignments and assumptions provided for in this Section 7 comply with the requirements for an assignment and assumption of Loans under Section 10.06 of the Credit Agreement, as notwithstanding the formal requirements set forth therein, and that the processing and recordation fee provided for in Section 10.06(b)(iv) of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any shall not be payable. (c) Not later than 12:00 Noon (Dallas time) on the Effective Date, each Assignee shall make available the full amount of its Assumed Amount in Federal or other documents or instruments delivered pursuant thereto funds immediately available in New York City, to the extent related Administrative Agent at its address specified in or pursuant to the amount and percentage interest identified below Section 10.02 of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. Unless the Administrative Agent determines that any applicable condition specified in Section 13(b) has not been satisfied, 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 Administrative Agent will make 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 funds so received from the Assignees available to the rights Assignors, as consideration for and obligations sold and assigned pursuant in ratable proportion to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “their respective Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAmounts.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each each, an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees2 hereunder are several and not joint.] joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the 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] 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 Assignor hereby irrevocably sells and assigns to the [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment (a) Assignor hereby assigns to Assignee, without recourse, representation or warranty, an undivided fractional interest in Assignor's rights arising under the Loan Documents relating to the Commitment, and Assumption any Assignor Advances to the extent of the Assigned Pro Rata Share reflected on Annex I hereto (the “Assignment "Assigned Pro Rata Share") including, without limitation, (i) all amounts advanced and Assumption”to be advanced or participated in by Assignor pursuant to the Commitment; (ii) all of Assignor's rights and powers contained in the Loan Documents; (iii) all claims of Assignor against persons who may in the future become or are now liable for repayment of any Assignor Advances or reimbursement of expenses incurred by Assignor on account of any Assignor Advances; and (iv) all amounts received by Assignor on account of any Assignor Advances, whether from the Borrower or from others who are now or may in the future become obligated with respect to some or all of the amounts owing on any Assignor Advances or from any other source, including, without limitation, recovery from litigation. (b) Assignee hereby assumes from Assignor, and Assignor is hereby expressly and absolutely released from, the Assigned Pro Rata Share of all of Assignor's obligations arising under the Loan Documents relating to the Commitment including, without limitation, all obligations with respect to any Assignor Advances. Assignee agrees that it shall fully perform all of the obligations of Assignor with respect to the interests assigned by this Assignment. (c) Assignor and Assignee hereby agree that Annex I attached hereto sets forth (i) the amount of all Assignor Advances giving effect to the assignment and assumption described herein, (ii) the amount of the Commitment and the Pro Rata Share of Assignee after giving effect to the assignment and assumption described herein, and (iii) accrued but unpaid interest thereon. (d) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described herein, Assignee shall have all of the obligations under the Loan Documents of, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents made by, a Lender having a Pro Rata Share of the Commitment as reflected on Annex I attached hereto. Assignee hereby acknowledges and agrees that the agreement set forth in this subsection 1(d) is dated as expressly made for the benefit of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (Borrower, the “Assignor”) Administrative Agent, Assignor and the parties identified on other Lenders and their respective successors and permitted assigns. From and after the Schedules hereto and [the] [each] date of this Assignment, (i) Assignee identified on shall be a party to the Schedules hereto as “Assignee” or as “Assignees” (collectivelyLoan Agreement and, to the “Assignees” and each an “Assignee”). [It is understood and agreed that extent provided in this Assignment, shall have the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Loan Agreement and any the 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) Loan Documents and (ii) Assignor shall, to the extent permitted to provided in this Assignment, relinquish its rights and be assigned released from its obligations under applicable law, all claims, suits, causes of action the Loan Agreement and any the other right Loan Documents. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent (i) that this Assignment shall effect the assignment by Assignor and the assumption by Assignee of the Assignor (in its capacity as a Lender) 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 Assigned Pro Rata Share 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 Assignor's rights and obligations sold and assigned pursuant to clause (i) above (under the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) Loan Documents and (ii) above being referred that any other assignments by Assignor of a portion of its rights and obligations under the Loan Documents shall have no effect on the Commitment and Pro Rata Share of Assignee set forth on Annex I attached hereto. (f) Assignee agrees to herein collectively aspay to Assignor, [the] [an] “on ________, an amount equal to $____________, in immediately available funds, representing the purchase price of the Assigned Interest”)Pro Rata Share. Each such sale Assignor and assignment is without recourse Assignee shall make all appropriate adjustments for periods prior to the Assignor and, except as expressly provided date of this Assignment or with respect to the making of this Assignment directly between themselves. (g) Nothing contained in this Assignment and Assumption, without representation shall be construed to amend or warranty by modify the Assignorterms of the Loan Documents other than to effectuate the assignment contemplated herein.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees]2 hereunder are several and not joint.] joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] the Assignor (the “Assignor”as defined below) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto (as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”defined below). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but in this Assignment and Assumption and not otherwise defined herein shall have the meanings given to them specified in the Credit Agreement identified below dated as of July 25, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Orbitz Worldwide, Inc. (the “Borrower”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and an L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender, each lender from time to time party thereto (the “Lenders”), Credit Suisse Securities (USA) LLC, as Syndication Agent and ▇▇▇▇▇▇ Brothers Inc., as Documentation Agent, 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities facility identified below (including without limitation participations in any letters Letters of credit, guarantees, and swingline loans Credit or Swing Line Loans included in such facilitiesfacility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. 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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Loan Agreement identified below (as it may be amended, restated, amended and restated, 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 I 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. Terms used herein and not otherwise defined shall have the meaning assigned to such term in the Loan Agreement. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, 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 (i) below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage Percentage interest identified below of all of such the Assignor’s outstanding rights and obligations of the Assignor under the respective facilities Facilities identified below (including without limitation any letters of creditincluding, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (iswingline loans) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumptionthe Loan Agreement, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption In consideration of Ten Dollars (the “Assignment and Assumption”$10.00) is dated as of the Effective Date set forth below and is entered into in hand paid by and between [INSERT NAME OF ASSIGNOR] (the “Assignee to Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” receipt and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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 sufficiency of which is hereby acknowledged acknowledged, Assignors do hereby assign, transfer and set over unto Assignee, all of Assignors’ right, title and interest in and to (i) the Leases together with tenant security deposits held by [the] [each] AssigneeAssignor under the Leases, (ii) the Contracts, (iii) to the extent assignable, all Licenses, (iv) the Name, (v) all Claims and Proceeds, (vi) Available Development Rights, and (vii) all other rights, privileges and entitlements related to the ownership, use and operation of the Real Property and/or Improvements. 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 considerationTO HAVE AND TO HOLD, the Assignor hereby irrevocably sells same unto Assignee, its successors and assigns to [assigns, from and after the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the AssignorEffective Date, subject to the terms, covenants, conditions and provisions contained in accordance with the Standard Terms and Conditions Leases, the Contracts and the Credit AgreementLeases. Assignee does hereby accept the foregoing assignment and does hereby assume, as of the Effective Date inserted by the Agent as contemplated below (i) date hereof, and become responsible for and agree to perform, discharge, fulfill and observe all of the Assignor’s rights obligations, terms, covenants, provisions and obligations in its capacity as a Lender conditions under the Credit Agreement Leases, the Contracts and any other documents or instruments delivered pursuant thereto the Licenses arising from and after the Closing Date, and Assignee agrees to be liable for the observance and performance thereof with the same force and effect as though Assignee were the original party to the extent related Leases, the Contracts and the Licenses. Assignors agree to the amount protect, defend, indemnify and percentage interest identified below of hold harmless Assignee, its agents, employees, officers, directors, managers, members, legal representatives, successors and assigns from any and all of such outstanding rights and obligations of the Assignor under the respective facilities identified below losses, damages, expenses, fees (including including, without limitation any letters of creditlimitation, guaranteesreasonable attorneys’ fees), and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claimscourt costs, suits, causes judgments, liabilities, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its agents, employees, officers, directors, managers, members, legal representatives, successors and assigns or any of action and any other right them arising out of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit AgreementLeases, any other documents the Contracts, the Licenses, the Name, the Claims and Proceeds and the Available Development Rights as to events occurring prior to the Closing Date. Assignors hereby represent and warrants only that they have not previously assigned the Leases, the Contracts, the Licenses, the Name, the Claims and Proceeds and the Available Development Rights. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective legal or instruments delivered pursuant thereto or personal representatives, heirs, executors, administrators, successors, and assigns. No third party shall have the loan transactions governed thereby or in any way based on or related to benefit of any of the foregoingprovisions of this Assignment nor is this Assignment made with the intent that any person or entity other than Assignor or Assignee rely hereon. Disputes arising with respect to this Assignment shall be addressed and resolved pursuant to the provisions of Section 15 of the Agreement, includingand the non-prevailing party shall pay the reasonable attorneys’ fees and expenses of the prevailing party. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but not limited toall of which shall together constitute one and the same agreement. No modification, contract claimswaiver, tort claimsamendment, malpractice claims, statutory claims and all other claims at law discharge or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in change of this Assignment shall be valid unless the same is in writing and Assumption, without representation or warranty signed by the Assignorparty against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. This Assignment shall be construed and enforced in accordance with the laws of the State of Texas. This Assignment may be executed in any number of counterparts, each of which so executed shall be deemed original; such counterparts shall together constitute but one agreement.

Assignment and Assumption. This Assignment (a) Assignor hereby assigns to Assignee, without recourse, representation or warranty, an undivided fractional interest in Assignor's rights arising under the Loan Documents relating to the [Revolving Commitment][Tax Exempt Commitment][Commitments], and Assumption any Assignor Advances to the extent of the Assigned Pro Rata Share reflected on Annex I hereto (the “Assignment "Assigned Pro Rata Share") including, without limitation, (i) all amounts advanced and Assumption”to be advanced or participated in by Assignor pursuant to the [Revolving Commitment][Tax Exempt Commitment][Commitments]; (ii) all of Assignor's rights and powers contained in the Loan Documents; (iii) all claims of Assignor against persons who may in the future become or are now liable for repayment of any Assignor Advances or reimbursement of expenses incurred by Assignor on account of any Assignor Advances; and (iv) all amounts received by Assignor on account of any Assignor Advances, whether from the Borrower or from others who are now or may in the future become obligated with respect to some or all of the amounts owing on any Assignor Advances or from any other source, including, without limitation, recovery from litigation. (b) Assignee hereby assumes from Assignor, and Assignor is hereby expressly and absolutely released from, the Assigned Pro Rata Share of all of Assignor's obligations arising under the Loan Documents relating to the [Revolving Commitment][Tax Exempt Commitment][Commitments] including, without limitation, all obligations with respect to any Assignor Advances. Assignee agrees that it shall fully perform all of the obligations of Assignor with respect to the interests assigned by this Assignment. (c) Assignor and Assignee hereby agree that Annex I attached hereto sets forth (i) the amount of all Assignor Advances giving effect to the assignment and assumption described herein, (ii) the amount of the [Revolving Commitment][Tax Exempt Commitment][Commitments] and the Pro Rata Share(s) of Assignee after giving effect to the assignment and assumption described herein, and (iii) accrued but unpaid interest thereon. (d) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described herein, Assignee shall have all of the obligations under the Loan Documents of, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents made by, a Lender having [a Pro Rata Share of the [Revolving Commitment][Tax Exempt Commitment][Pro Rata Shares of the Commitments] as reflected on Annex I attached hereto. Assignee hereby acknowledges and agrees that the agreement set forth in this subsection 1(d) is dated as expressly made for the benefit of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (Borrower, the “Assignor”) Administrative Agent, Assignor and the parties identified on other Lenders and their respective successors and permitted assigns. From and after the Schedules hereto and [the] [each] date of this Assignment, (i) Assignee identified on shall be a party to the Schedules hereto as “Assignee” or as “Assignees” (collectivelyLoan Agreement and, to the “Assignees” and each an “Assignee”). [It is understood and agreed that extent provided in this Assignment, shall have the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Loan Agreement and any the 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) Loan Documents and (ii) Assignor shall, to the extent permitted to provided in this Assignment, relinquish its rights and be assigned released from its obligations under applicable law, all claims, suits, causes of action the Loan Agreement and any the other right Loan Documents. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent (i) that this Assignment shall effect the assignment by Assignor and the assumption by Assignee of the Assignor (in its capacity as a Lender) 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 Assigned Pro Rata Share 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 Assignor's rights and obligations sold and assigned pursuant to clause (i) above (under the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) Loan Documents and (ii) above being referred that any other assignments by Assignor of a portion of its rights and obligations under the Loan Documents shall have no effect on the [Revolving Commitment][Tax Exempt Commitment][Commitments] and Pro Rata Share(s) of Assignee set forth on Annex I attached hereto. (f) Assignee agrees to herein collectively aspay to Assignor, [the] [an] “on ________, an amount equal to $____________, in immediately available funds, representing the purchase price of the Assigned Interest”)Pro Rata Share. Each such sale Assignor and assignment is without recourse Assignee shall make all appropriate adjustments for periods prior to the Assignor and, except as expressly provided date of this Assignment or with respect to the making of this Assignment directly between themselves. (g) Nothing contained in this Assignment and Assumption, without representation shall be construed to amend or warranty by modify the Assignorterms of the Loan Documents other than to effectuate the assignment contemplated herein.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 2012 Lender, a 2014 Lender, a ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Lender, a 2016 Tranche B Term Lender or a ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Lender, as applicable, 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a 2012 Lender, a 2014 Lender, a ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Lender, 2016 Tranche B Term Lender or a ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Term Lender, as applicable) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]2 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees][the Assignors]3 hereunder are several and not joint.] 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] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment (a) Subject to the terms and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 conditions of this Assignment and Assumption as if set forth herein in full. For an agreed considerationAssumption, the Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Assumption), without representation or warranty an interest in (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Loan Documents, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be [ ] ([ ]%) percent. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Commitment Amount and Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.3, 3.4(a), 3.5, 12.5 and 14.4 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $[ ]. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $[ ] (as such amount may be further reduced by any other assignments by Assignor on or after the date hereof).

Assignment and Assumption. This Assignment and Assumption (a) Effective upon the Settlement Date specified in Item 4 of the Schedule of Terms (the “Assignment "Settlement Date"), Assignor hereby sells and Assumption”) is dated assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee hereby purchases and assumes from Assignor, that percentage interest in all of Assignor's rights and obligations as a Lender arising under the Loan Agreement and the other Loan Documents with respect to Assignor's Commitments and outstanding Loans, if any, which represents, as of the Effective Date Settlement Date, the percentage interest specified in Item 3 of the Schedule of Terms of all rights and obligations of Lenders arising under the Loan Agreement and the other Loan Documents with respect to the Commitments and any outstanding Loans (the "Assigned Share"). (b) In consideration of the assignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the principal amount of any outstanding Loans included within the Assigned Share, such payment to be made by wire transfer of immediately available funds in accordance with the applicable payment instructions set forth below in Item 5 of the Schedule of Terms. (c) Assignor hereby represents and is entered into by and between [INSERT NAME OF ASSIGNOR] (warrants that Item 3 of the “Assignor”) Schedule of Terms correctly sets forth the amount of the Commitments, the outstanding Loans and the parties identified on Pro Rata Share corresponding to the Schedules hereto Assigned Share. (d) Assignor and [the] [each] Assignee identified on hereby agree that, upon giving effect to the Schedules hereto as “Assignee” or as “Assignees” assignment and assumption described above, (collectively, i) Assignee shall be a party to the “Assignees” Loan Agreement and each an “Assignee”). [It is understood and agreed that shall have all of the rights and obligations of [under the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees]Loan Documents, and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject shall be deemed to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) have made all of the Assignor’s rights covenants and obligations agreements contained in its capacity as a Lender under the Credit Agreement and any other documents Loan Documents, arising out of or instruments delivered pursuant thereto to the extent otherwise related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of creditAssigned Share, guarantees, and swingline loans included in such facilities) and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Share. Assignee hereby acknowledges and agrees that the agreement set forth in this Section 1(d) is expressly made for the benefit of the Borrower, Agent, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Assigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the Commitments and any outstanding Loans shall have no effect on the Commitments, the outstanding Loans and the Pro Rata Share corresponding to the Assigned Share as set forth in Item 3 of the Schedule of Terms or on the interest of Assignee in any outstanding Loans corresponding thereto, and (iii) from and after the Settlement Date, Agent shall make all payments under the Loan Agreement in respect of the Assigned Share (including all payments of principal and accrued but unpaid interest, commitment fees and letter of credit fees with respect thereto) (A) in the case of any such interest and fees that shall have accrued prior to the Settlement Date, to Assignor, and (B) in all other cases, to Assignee; provided that Assignor and Assignee shall make payments directly to each other to the extent permitted necessary to be assigned effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Agent under applicable law, all claims, suits, causes of action and any other right the Loan Documents in respect of the Assignor (Assigned Share in its capacity as the event that, for any reason whatsoever, the payment of consideration contemplated by Section 1(b) occurs on a Lender) against any Person, whether known or unknown, arising under or in connection with date other than the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSettlement Date.

Assignment and Assumption. This (a) Subject to the satisfaction of the conditions set forth in Section 4, (i) the New Lender hereby purchases, on the terms set forth in the Assignment and Assumption attached as Exhibit D to the Existing Credit Agreement (the “Assignment and Assumption”) is dated as of (and subject to and in accordance with the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [each] Assignee. The Standard Terms and Conditions set forth in on Annex 1 attached hereto I thereto and the other requirements therein (including, for the avoidance of doubt, the delivery of an administrative questionnaire to the Administrative Agent), which are hereby agreed to by the New Lender and incorporated herein by reference and made a part of this Assignment and Assumption Section 2 as if set forth herein in full. For an agreed considerationfull (as incorporated herein, the Assignor hereby irrevocably sells “Standard Terms and assigns to [the Assignee] [the respective Assignees]Conditions”)), and [the] [each] Assignees hereby irrevocably purchases and assumes $35,000,000 in aggregate of Commitments from the AssignorExiting Lender and the related Assigned Interest (as defined in the Assignment and Assumption) and (ii) the Exiting Lender hereby assigns, on the terms set forth in the Assignment and Assumption (and subject to and in accordance with the Standard Terms and Conditions Conditions, which are hereby agreed to by the Exiting Lender), $35,000,000 in aggregate of its Commitments (constituting all of its Commitments) and the related Assigned Interest, which such assignment and assumption shall be effective on the First Amendment Effective Date immediately prior to giving effect to the Amendments set forth in Section 3 (the “Assignment”), with the New Lender constituting an Assignee (as defined in the Assignment and Assumption) for purposes of the Assignment (including the Standard Terms and Conditions) and the Exiting Lender constituting an Assignor (as defined in the Assignment and Assumption) for purposes of the Assignment (including the Standard Terms and Conditions). In accordance with Section 10.6(b)(iii) of the Existing Credit Agreement, upon the consummation of the Assignment, the Exiting Lender shall be released from its obligations under the Existing Credit Agreement and shall cease to be a party thereto (but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 of the Credit Agreement, as ). (b) The parties hereto hereby consent to the Assignment and the parties further agree that on the First Amendment Effective Date the outstanding Revolving Loans held by the Exiting Lender and the participations of the Effective Date inserted by the Agent as contemplated below (i) all Exiting Lender in any outstanding Letters of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto shall be reallocated to the extent related New Lender ratably in proportion to its Commitments after giving effect to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in Assignment. In connection with the Assignment and for the purposes of the Assignment only, the parties hereto hereby waive the processing and recordation fee set forth in Section 10.6(b)(ii)(B) of the Existing 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 . (c) After giving effect to the rights and obligations sold and assigned pursuant to clause (i) above (Assignment, the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except Commitments of each Lender shall be as expressly provided set forth in this Assignment and Assumption, without representation or warranty by the AssignorSchedule I hereto.

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 [INSERT NAME OF ASSIGNOR] the Assignor (the “Assignor”as defined below) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto (as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”defined below). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but in this Assignment and Assumption and not otherwise defined herein shall have the meanings given to them specified in the Credit Agreement identified below Agreement, dated as of October 26, 2012 (as amended, supplemented, restated and/or otherwise modified from time to time, the “Credit Agreement”), among OSI Restaurant Partners, LLC, OSI Holdco, Inc., the lenders from time to time party thereto (the “Lenders”), Deutsche Bank Trust Company Americas, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, Deutsche Bank Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Joint Lead Arrangers, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ Sachs Bank USA, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Joint Lead Bookrunners, and ▇▇▇▇▇▇▇ Sachs Bank USA, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Co-Documentation Agents, and the other agents and parties party thereto, 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s 's rights and obligations in its capacity as a 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 under the respective facilities facility identified below (including without limitation participations in any letters Letters of credit, guarantees, and swingline loans Credit or Swing Line Loans included in such facilitiesfacility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]4 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees][the Assignors]5 hereunder are several and not joint.] joint.]6 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] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (a) Effective upon the Settlement Date specified in Item 4 of the Schedule of Terms (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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”"SETTLEMENT DATE"), 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], without recourse, representation or warranty (except as expressly set forth herein), and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and the percentage interest(s) in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s 's rights and obligations in its capacity as a Lender arising under the Credit Agreement and any the other documents or instruments delivered pursuant thereto Credit Documents with respect to Assignor's Commitments and Accommodations Outstanding, if any, which represents as of the extent related to Settlement Date, the amount and percentage interest identified below interest(s) specified in Item 3 of the Schedule of Terms of all of such outstanding rights and obligations of the Assignor Lenders arising under the respective facilities identified below Credit Agreement and the other Credit Documents with respect to the Commitments and any Accommodations Outstanding (including without limitation the "ASSIGNED SHARE"); (b) where there is more than one Assignor, such assignment shall be made on a pro rata basis in accordance with each such Assignor's percentage interest in each of the Accommodations Outstanding as of the date hereof for each of the Accommodations Outstanding being hereby assigned; (c) in consideration of the assignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the principal amount of any letters Accommodations Outstanding included within the Assigned Share, such payment to be made by wire transfer of creditimmediately available funds in accordance with the applicable payment instructions set forth in Item 5 of the Schedule of Terms; (d) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the Commitments, guaranteesthe Accommodations Outstanding and the pro rata share(s) corresponding to the Assigned Share; (e) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Credit Documents, and swingline loans included shall be deemed to have made all of the representations, covenants and agreements contained in such facilities) the Credit Documents, arising out of or otherwise related to the Assigned Share; and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Share (without prejudice to any claim which the Borrower may have against the Assignor on the Effective Date for breach of any such obligations, covenants and agreements). Assignee hereby acknowledges and agrees that the agreement set forth in this subsection 1(e) is expressly made for the benefit of the Borrower, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns; and (f) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Assigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the Commitments and any Accommodations Outstanding shall have no effect on the Commitments, the Accommodations Outstanding and the pro rata share(s) corresponding to the Assigned Share as set forth in Item 3 of the Schedule of Terms, and (iii) from and after the Settlement Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the Assigned Share (including all payments of principal, accrued and unpaid interest, commitment fees and letter of credit fees with respect thereto) (A) in the case of any such interest and fees that shall have accrued prior to the Settlement Date, to Assignor, and (B) in all other cases, to Assignee; provided that Assignor and Assignee shall make payments directly to each other to the extent permitted necessary to be assigned effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by the Administrative Agent under applicable law, all claims, suits, causes of action and any other right the Credit Documents in respect of the Assignor (Assigned Share in its capacity as the event that, for any reason whatsoever, the payment of consideration contemplated by subsection 1(c) occurs on a Lender) against any Person, whether known or unknown, arising under or in connection with date other than the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSettlement Date.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as further amended, restated, amended and restated, extended, 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 I 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities credit facility identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilitiesfacility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment Assignor hereby sells, transfers and Assumption conveys to Assignee, its successors and its assigns, without recourse or warranty, (i) the rights of Assignor under the property management contracts listed on Schedule 1A hereto (the “Assignment "Management Agreements") (which rights were acquired by Acquiror indirectly from Mendik Realty Company, Inc., a New York corporation ("Mendik Realty"), and Assumption”) is dated Mendik Managing Agent Company, Inc., a New York corporation ("Mendik Management"), and which rights are exclusive of the right of Mendik Realty or Mendik Management, as applicable, to receive management fees and leasing commissions under the Management Agreements that are earned as of the Effective Date date hereof but not yet paid), (ii) the rights to receive income earned from and after the date hereof under the agreements listed on Schedule 1B hereto and all successors thereto (which rights are exclusive of the right of Mendik Realty or Mendik Management, as applicable, to receive management fees and leasing commissions under such agreements that are earned as of the date hereof but not yet paid) (the "Beneficial Interests"), (iii) on an "as is" basis, the furniture furnishings, fixtures, machinery, equipment and other tangible personal property, and replacements thereof, set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] on Schedule 2 hereto (the “Assignor”"Property Assets" and, together with the Management Contracts and the Beneficial Interests, the "Third-Party Management Assets") and (iv) an undivided one percent (1%) interest in the parties identified rights of Assignor under the property management contracts listed on Schedule 3 hereto (the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”"REIT Management Assets"). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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 Assignee 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases accepts and assumes from and after the Assignor, subject to and in accordance date hereof the obligations of Assignor with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto respect to the extent related Third-Party Management Assets and, to the amount and percentage 2 extent of its interest identified below of all of such outstanding rights and in the REIT Management Assets, the obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) with respect 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorREIT Management Assets.

Assignment and Assumption. This Assignment and Assumption Agreement (the this “Assignment and AssumptionAssignment”) is dated made effective as of the day of , 20 (“Effective Date set forth below and is entered into Date”) by and between [INSERT NAME OF ASSIGNOR] Roche Palo Alto LLC, a Delaware limited liability company (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” , a (collectively, the “Assignees” and each an “Assignee”)) pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions (the “Agreement”) dated as of , 2011 between Assignor and Assignee. [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several All capitalized terms used in this Assignment and not joint.] Capitalized terms used but not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably sells assigns, sells, transfers, sets over and assigns delivers unto Assignee all of Assignor’s estate, right, title and interest in and to [the Assignee] [the respective Assignees]Assumed Contracts set forth on Exhibit A attached hereto, and [the] [each] Assignees Assignee hereby irrevocably purchases and accepts such assignment. By acceptance of this Assignment, Assignee hereby assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as performance of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights terms, obligations, covenants and obligations in its capacity as a 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 conditions imposed upon Assignor under the respective facilities identified below Assumed Contracts. Except as to matters arising out of, concerning or relating to Hazardous Materials, violations of Environmental Law, and/or matters within the scope of Article 5 (including without limitation any letters of creditwhich are exclusively addressed in the Agreement), guaranteesAssignee shall indemnify, defend, protect and swingline loans included in such facilities) hold harmless Assignor and (ii) to the extent permitted to be assigned under applicable lawAssignor’s Affiliates, from and against all third party liabilities, claims, suitslosses, actions, damages, fines, costs, expenses, causes of action and demands (collectively “Claims”) made against them or any other right of them to the extent such Claims are caused by a material breach of the Assignor (in its capacity as obligations of Assignee under the Assumed Contracts, but only to the extent such Claims accrue and are applicable to a Lender) 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 period on or related to any after the Effective Date of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumptionwould not be barred by applicable statutes of limitation as to Assignee. Except as to matters arising out of, concerning or relating to Hazardous Materials, violations of Environmental Law, and/or matters within the scope of Article 5 (which are exclusively addressed in the Agreement), Assignor shall indemnify, defend, protect and hold harmless Assignee and Assignee’s employees, partners, subsidiaries, parents, affiliates, shareholders, officers, directors, attorneys, agents and affiliates, from and against all third party Claims made against them or any of them to the extent such Claims are caused by a material breach of the obligations of Assignor under the Assumed Contracts, but only to the extent such Claims accrue and are applicable to a period prior to the Effective Date of this Assignment and would not be barred by applicable statutes of limitation as to Assignor. This instrument shall be binding upon parties and their successors and assigns. This Assignment may be executed in counterparts, each of which shall be deemed original and all of which together shall constitute one and the same instrument. This Assignment is governed by California law without representation or warranty by the Assignor.regard to principals of conflicts of laws. [THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES TO FOLLOW]

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]5 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees]6 hereunder are several and not joint.] joint.]7 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] each Assignee. The Standard Terms and Conditions set forth in Annex 1 (the “Standard Terms and Conditions”) attached hereto are hereby agreed to by the Assignee and the Assignor and are 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 5 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

Assignment and Assumption. This Assignment and Assumption (a) Effective upon the Settlement Date specified in Item 4 of the Schedule of Terms (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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”"Settlement Date"), 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], without recourse, representation or warranty (except as expressly set forth herein), and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and that percentage interest in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s 's rights and obligations in its capacity as a Lender arising under the Credit Agreement and any the other documents or instruments delivered pursuant thereto Loan Documents with respect to Assignor's Commitment and outstanding Loan, if any, which represents, as of the extent related to Settlement Date, the amount and percentage interest identified below specified in Item 3 of the Schedule of Terms of all of such outstanding rights and obligations of the Assignor Lenders arising under the respective facilities identified below Credit Agreement and the other Loan Documents with respect to the Commitments and any outstanding Loans (including without limitation the "Assigned Share"). (b) In consideration of the assignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the principal amount of any letters outstanding Loan included within the Assigned Share, such payment to be made by wire transfer of creditimmediately available funds in accordance with the applicable payment instructions set forth in Item 5 of the Schedule of Terms. (c) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the Commitment, guaranteesthe outstanding Loan and the Pro Rata Share corresponding to the Assigned Share. (d) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Loan Documents, and swingline loans included shall be deemed to have made all of the covenants and agreements contained in such facilities) the Loan Documents, arising out of or otherwise related to the Assigned Share, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Share. Assignee hereby acknowledges and agrees that the agreement set forth in this Section 1(d) is expressly made for the benefit of Company, Agent, Assignor and the other Lenders and their respective successors and permitted assigns. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Assigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the Commitments and any outstanding Loans shall have no effect on the Commitment, the outstanding Loan and the Pro Rata Share corresponding to the Assigned Share as set forth in Item 3 of the Schedule of Terms, and (iii) from and after the Settlement Date, Paying Agent shall make all payments under the Credit Agreement in respect of the Assigned Share (including all payments of principal and accrued but unpaid interest with respect thereto) (A) in the case of any such interest that shall have accrued prior to the Settlement Date, to Assignor, and (B) in all other cases, to Assignee; provided that Assignor and Assignee shall make payments directly to each other to the extent permitted necessary to be assigned effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Agent under applicable law, all claims, suits, causes of action and any other right the Loan Documents in respect of the Assignor (Assigned Share in its capacity as the event that, for any reason whatsoever, the payment of consideration contemplated by Section 1(b) occurs on a Lender) against any Person, whether known or unknown, arising under or in connection with date other than the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSettlement Date.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each each, an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees2 hereunder are several and not joint.] joint.]3 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] 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 Assignor hereby irrevocably sells and assigns to the [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (ii) 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption Agreement (the this “Assignment and AssumptionAssignment”) is dated made effective as of the day of , 20 (“Effective Date set forth below and is entered into Date”) by and between [INSERT NAME OF ASSIGNOR] Roche Palo Alto LLC, a Delaware limited liability company (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” , a (collectively, the “Assignees” and each an “Assignee”)) pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions (the “Agreement”) dated as of , 2011 between Assignor and Assignee. [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several All capitalized terms used in this Assignment and not joint.] Capitalized terms used but not otherwise defined herein shall have the meanings given assigned to them such terms in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably sells assigns, sells, transfers, sets over and assigns delivers unto Assignee all of Assignor’s estate, right, title and interest in and to [the Assignee] [the respective Assignees]Assumed Contracts set forth on Exhibit A attached hereto, and [the] [each] Assignees Assignee hereby irrevocably purchases and accepts such assignment. By acceptance of this Assignment, Assignee hereby assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as performance of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights terms, obligations, covenants and obligations in its capacity as a 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 conditions imposed upon Assignor under the respective facilities identified below Assumed Contracts. Except as to matters arising out of, concerning or relating to Hazardous Materials, violations of Environmental Law, and/or matters within the scope of Article 5 (including without limitation any letters of creditwhich are exclusively addressed in the Agreement), guaranteesAssignee shall indemnify, defend, protect and swingline loans included in such facilities) hold harmless Assignor and (ii) to the extent permitted to be assigned under applicable lawAssignor’s Affiliates, from and against all third party liabilities, claims, suitslosses, actions, damages, fines, costs, expenses, causes of action and demands (collectively “Claims”) made against them or any other right of them to the extent such Claims are caused by a material breach of the Assignor (in its capacity as obligations of Assignee under the Assumed Contracts, but only to the extent such Claims accrue and are applicable to a Lender) 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 period on or related to any after the Effective Date of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumptionwould not be barred by applicable statutes of limitation as to Assignee. Except as to matters arising out of, concerning or relating to Hazardous Materials, violations of Environmental Law, and/or matters within the scope of Article 5 (which are exclusively addressed in the Agreement), Assignor shall indemnify, defend, protect and hold harmless Assignee and Assignee’s employees, partners, subsidiaries, parents, affiliates, shareholders, officers, directors, attorneys, agents and affiliates, from and against all third party Claims made against them or any of them to the extent such Claims are caused by a material breach of the obligations of Assignor under the Assumed Contracts, but only to the extent such Claims accrue and are applicable to a period prior to the Effective Date of this Assignment and would not be barred by applicable statutes of limitation as to Assignor. This instrument shall be binding upon parties and their successors and assigns. This Assignment may be executed in counterparts, each of which shall be deemed original and all of which together shall constitute one and the same instrument. This Assignment is governed by California law without representation or warranty by the Assignorregard to principals of conflicts of laws.

Assignment and Assumption. This Assignment (a) Subject to the terms and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 conditions of this Assignment and Assumption as if set forth herein in full. For an agreed considerationAssumption, (i) the Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees (ii) the Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreementall cases, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Assumption) __% (the “Assignee’s Percentage Share”) of (A) the Commitment and the Committed Loans of the Assignor and (B) all related rights, without representation or warranty benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement, the other Loan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount (plus the amount of any Commitment held by Assignee independent from the Assigned Amount). The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, that the Assignor shall not relinquish its rights under Sections 1.5, 10, 11.3 and 11.4 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ .

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Second Amended and Restated Master Repurchase Agreement identified below (as amended, the “Credit Repurchase 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Repurchase Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender Buyer under the Credit Repurchase 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans Swing Line Transactions included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a LenderBuyer) against any Person, whether known or unknown, arising under or in connection with the Credit Repurchase Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions Transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited toincluding Purchased Loans, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the undivided ownership interest in Purchased Loans and the other rights and obligations sold and assigned pursuant to clause (i) above (the undivided ownership interest in Purchased Loans and all other rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This (a) Subject to the satisfaction of the conditions set forth in Section 6, (i) the Assuming Lenders have severally agreed to purchase, on the terms set forth in the Assignment and Assumption attached as Exhibit A to the Existing Credit Agreement (the “Assignment and Assumption”) is dated as of (and subject to and in accordance with the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [each] Assignee. The Standard Terms and Conditions set forth in on Annex 1 attached hereto thereto and the other requirements therein (including, for the avoidance of doubt, the delivery of an administrative questionnaire to the Administrative Agent) which are hereby agreed to by each Assuming Lender and incorporated herein by reference and made a part of this Assignment and Assumption Section 5 as if set forth herein in full. For an agreed considerationfull (as incorporated herein, the Assignor hereby irrevocably sells “Standard Terms and assigns to [the Assignee] [the respective Assignees]Conditions”)), and [the] [each] Assignees hereby irrevocably purchases and assumes collectively, certain Commitments from the AssignorAssigning Lenders and the related Assigned Interests (as defined in the Assignment and Assumption) and (ii) each of the Assigning Lenders hereby assigns, on the terms set forth in the Assignment and Assumption (and subject to and in accordance with the Standard Terms and Conditions Conditions, which are hereby agreed to by each Assigning Lender), such Commitments and the related Assigned Interests to the Assuming Lenders. Such assignments and assumptions shall be effective on the Effective Date immediately prior to giving effect to the Amendments set forth in Section 3 (the “Assignments”; and the Commitments so assigned, the “Assigned Commitments”), with each Assuming Lender constituting an Assignee (as defined in the Assignment and Assumption) for purposes of the Assignments (including the Standard Terms and Conditions) and each Assigning Lender constituting an Assignor (as defined in the Assignment and Assumption) for purposes of the Assignments (including the Standard Terms and Conditions); provided that the Commitments assigned pursuant to this Section 5 shall be deemed to have been extended pursuant to Section 2 and each Assuming Lender hereby consents to such extension of the Termination Date for such commitments to May 5, 2029. In accordance with Section 10.6(b)(iii) of the Existing Credit Agreement, as upon the consummation of the Effective Date inserted by the Agent as contemplated below (i) Assignments, each Assigning Lender that has assigned all of the Assignor’s rights and obligations in its capacity as a Lender Commitments under the Credit Agreement pursuant to this Section 5 shall be released from its obligations under the Existing Credit Agreement and any other documents or instruments delivered pursuant shall cease to be a party thereto (but shall continue to be entitled to the extent related benefits of Sections 2.14, 2.15, 2.16 and 10.5 of the Credit Agreement). (b) The Borrower, the Administrative Agent, the Issuing Lender and the Swingline Lender hereby consent to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in Assignments. In connection with the Assignments and for purposes of the Assignments only, the Administrative Agent hereby waives the processing and recordation fees set forth in Section 10.6(b)(ii)(B)(1) of the Existing 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 . (c) After giving effect to the rights Assignments and obligations sold and assigned after taking into account any commitments of new Lenders pursuant to clause (i) above (Section 4 of this Agreement, the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except Commitments of each Lender shall be as expressly provided set forth in this Assignment and Assumption, without representation or warranty by the AssignorSchedule 1 hereto.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees][the Assignors]2 hereunder are several and not joint.] joint.]3 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] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) Credit Agreement and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment 1.1 Subject to the terms and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 conditions of this Assignment and Assumption as if set forth herein in full. For an agreed considerationAssumption, (i) the Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees (ii) the Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from the Assignor, subject to without recourse and without representation or warranty (except as provided in accordance with this Assignment and Assumption) ___% (the Standard Terms and Conditions and "Assignee's Percentage Share") of (A) the Credit Agreement, as Commitment of the Effective Date inserted by the Agent as contemplated below Assignor and (iB) all of the Assignor’s rights related rights, benefits, obligations, liabilities and obligations in its capacity as a 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 indemnities of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 Loan Documents and the Co-Lender Agreement. 1.2 With effect on and after the Effective Date (as defined in any way based on or related Section 5 hereof), the Assignee shall be a party to any the Credit Agreement [and the Co-Lender Agreement] and succeed to all 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 be obligated to perform all of the obligations sold of a Bank under the Credit Agreement [and assigned pursuant the Co-Lender Agreement], including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to clause (i) above (the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which it is required to perform as a Bank under the Credit Agreement [or the Co-Lender Agreement]. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations sold under the Credit Agreement [and assigned to [thethe Co-Lender Agreement] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty extent such obligations have been assumed by the AssignorAssignee; provided, however, the Assignor shall not relinquish its rights under Section 10.5 of the Credit Agreement [or Section 9.4 of the Co-Lender Agreement] to the extent such rights relate to the time prior to the Effective Date.

Assignment and Assumption. This Assignment On the First Amendment Effective Date, immediately prior to giving effect to the amendments in Section 2 of this First Amendment and Assumption for an agreed consideration, each of JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A. (the each an “Assignment Existing Lender”, and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “AssigneeExisting Lenders”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor ) hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees]each of KeyBank National Association and Frost Bank (each, a “New Lender”, and [the] [each] Assignees collectively, the “New Lenders”), and each New Lender hereby irrevocably purchases and assumes from the Assignorsuch Existing Lender, subject to and in accordance with the Standard Terms and Conditions attached as Annex 1 to Exhibit G to the Credit Agreement (the “Standard Terms and Conditions”) and the Credit Agreement, as of Agreement (the Effective Date inserted by the Agent as contemplated below “Assignment and Assumption”): (ia) all of the Assignorsuch Existing Lender’s rights and obligations in its capacity as a 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 in the grid below under the caption “Assigned Interests” (the “Assigned Interests Grid”) of all of such Existing Lender’s outstanding rights and obligations under the Credit Agreement, including, without limitation, the Commitment and the Maximum Credit Amount of such Existing Lender specified in the Assigned Interests Grid and all of the Assignor Loans specified in the Assigned Interests Grid owing to such Existing Lender which are outstanding on the First Amendment Effective Date (prior to giving effect to the Assignment and Assumption), together with the participations in Letters of Credit and LC Disbursements specified in the Assigned Interests Grid held by such Existing Lender on the First Amendment Effective Date (prior to giving effect to the Assignment and Assumption), but excluding accrued interest and fees to and excluding the First Amendment Effective Date, such that, after giving effect to such sale, assignment, purchase and assumption, each New Lender shall have purchased and assumed from the Existing Lenders the Commitment, Maximum Credit Amount and Loans (and participations in Letters of Credit and LC Disbursements) specified in the below grid under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) caption “Assumed Interests” and (iib) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor Existing Lenders (each in its capacity as a Lender) 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 (ia) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”)above. Each such Such sale and assignment is without recourse to the Assignor any Existing Lender and, except as expressly provided in this Assignment the Standard Terms and AssumptionConditions, without representation or warranty by any Existing Lender. The Administrative Agent hereby waives the Assignorfee payable to the Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement in connection with the Assignment and Assumption. The Standard Terms and Conditions are hereby agreed to and incorporated herein by reference and made a part of the terms of the Assignment and Assumption pursuant to this Section 3 as if set forth herein in full.

Assignment and Assumption. This Assignment Subject to the terms and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreementconditions hereof, as of the Effective Date inserted by as set forth on Schedule I, Assignor sells and assigns to Assignee, without recourse, representation or warranty (except as expressly set forth herein), and Assignee purchases and assumes from Assignor, the Agent as contemplated below (i) percentage interest specified on Schedule I in all of the Assignor’s rights and obligations in its capacity as a Lender with respect to the outstanding Term Loans of Lenders arising under the Credit Agreement and any the other documents or instruments delivered pursuant thereto to Credit Documents (the extent related to the amount and percentage interest identified below of all “Assigned Share”). In consideration of such assignment, Assignee hereby agrees to pay to Assignor on the date set forth on Schedule I as the “Settlement Date”, the principal amount of any outstanding loans included within the Assigned Share (such principal amount referred to herein as the “Purchase Price”), such payment to be made by wire transfer of immediately available funds. Upon the occurrence of the Effective Date: (a) the Assignee shall have the rights and obligations of a “Lender” to the extent of the Assigned Share and shall thereafter be a party to the Credit Agreement and a “Lender” for all purposes of the Credit Documents; and (b) Assignor shall, to the extent of the Assigned Share, relinquish its rights (other than any rights which survive the termination of the Credit Agreement under Section 10.8 thereof) and be released from its obligations under the respective facilities identified below Credit Agreement. From and after the Effective Date, Administrative Agent shall make all payments under the Credit Agreement in respect of the Assigned Share (including without limitation i) in the case of any letters of creditinterest and fees that shall have accrued prior to the Settlement Date, guaranteesto Assignor, and swingline loans included in such facilities) and (ii) in all other cases, to Assignee; provided, Assignor and Assignee shall make payments directly to each other to the extent permitted necessary to be assigned effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Administrative Agent under applicable law, all claims, suits, causes of action and any other right the Credit Documents in respect of the Assignor (Assigned Share in its capacity as the event that, for any reason whatsoever, the payment of consideration contemplated by this Section 1 occurs on a Lender) against any Person, whether known or unknown, arising under or in connection with date other than the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSettlement Date.

Assignment and Assumption. This Assignment (a) Subject to the terms and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 conditions of this Assignment and Assumption as if set forth herein in full. For an agreed considerationAssumption, (i) the Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees (ii) the Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreementall cases, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Assumption) __% (the “Assignee’s Percentage Share”) of (A) the Commitment and the Committed Loans of the Assignor and (B) all related rights, without representation or warranty benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement, the other Loan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount (plus the amount of any Commitment held by Assignee independent from the Assigned Amount). The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, that the Assignor shall not relinquish its rights under Sections 1.5, 10, 11.3 and 11.4 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $__________. (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $__________.

Assignment and Assumption. This Assignment The Existing Lenders hereby sell and Assumption (assign, without recourse, to the “Assignment New Lenders, and Assumption”) is dated the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment No. 5 Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (Date, such interests in the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the Existing Lenders’ rights and obligations under the Existing Credit Agreement and the other Loan Documents (including, without limitation, the Revolving Credit Commitments of [the Assignees] hereunder Existing Lenders on the Amendment No. 5 Effective Date and the Revolving Credit Advances owing to the Existing Lenders which are several outstanding on the Amendment No. 5 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Credit Commitments, effected by the amendment to Schedule I to the Existing Credit Agreement pursuant to Section 2.2 hereof. Each Existing Lender hereby represents and not joint.] Capitalized terms used but not defined herein warrants (a) that it is the lawful owner of the interests being assigned hereby, free and clear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such Existing Lender, enforceable against it in accordance with its terms. The New Lenders shall have the meanings given to them make payment in exchange for such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement identified below (as amended, and the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assigneeother Loan Documents on the Amendment No. The Standard Terms and Conditions set forth 5 Effective Date 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to amounts and in accordance with the Standard Terms and Conditions percentages set forth in Schedule I, as amended hereby, and the Credit Agreement, as instructions of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Administrative Agent. Each Existing Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto shall, to the extent related of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Administrative Agent shall maintain in its internal records and record in the Register the information relating to the amount assignments and percentage interest identified below of all of such outstanding rights assumptions effected pursuant to this Part 4 and obligations as required by Section 8.07 of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Existing Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each each, an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees2 hereunder are several and not joint.] joint.]3 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] 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 Assignor hereby irrevocably sells and assigns to the [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment 1.1 Subject to the terms and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 conditions of this Assignment and Assumption as if set forth herein in full. For an agreed considerationAssumption, (i) the Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees (ii) the Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from the Assignor, subject to without recourse and without representation or warranty (except as provided in accordance with this Assignment and Assumption) ___% (the Standard Terms and Conditions and "Assignee's Percentage Share") of (A) the Credit Agreement, as Commitment of the Effective Date inserted by the Agent as contemplated below Assignor and (iB) all of the Assignor’s rights related rights, benefits, obligations, liabilities and obligations in its capacity as a 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 indemnities of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 Loan Documents and the Co-Lender Agreement. 1.2 With effect on and after the Effective Date (as defined in any way based on or related Section 5 hereof), the Assignee shall be a party to any the Credit Agreement and the Co-Lender Agreement and succeed to all 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 be obligated to perform all of the obligations sold of a Bank under the Credit Agreement and assigned pursuant the Co-Lender Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to clause (i) above (the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which it is required to perform as a Bank under the Credit Agreement or the Co-Lender Agreement. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations sold under the Credit Agreement and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse the Co-Lender Agreement to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty extent such obligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under Section 10.5 of the Credit Agreement or Section 9.4 of the Co-Lender Agreement to the extent such rights relate to the time prior to the Effective Date. 1.3 After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor's Commitment will be $__________. 1.4 After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee's Commitment will be $__________.

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 [INSERT NAME OF ASSIGNOR] the Assignor (the “Assignor”as defined below) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto (as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations defined below) pursuant to Section 10.07 of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Surgical Care Affiliates, Inc., JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) each Lender and L/C Issuer from time to time party thereto and the other financial institutions party thereto, receipt of a copy of which is hereby acknowledged by [the] [each] the Assignee. Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement. 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement Agreement, any other Loan Documents and any other documents or instruments delivered pursuant thereto to any of the foregoing to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation participations in any letters Letters of credit, guarantees, and swingline loans Credit or Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document or any other documents or instruments delivered pursuant thereto to any of the foregoing or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] joint.]1 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption As of the Amendment Effective Date (as defined in Section 5 below), each of TD Bank, N.A. (the “Assignment and AssumptionExiting Lender”) and each other applicable Lender (other than The Toronto-Dominion Bank, New York Branch, ING Capital LLC and Flagstar Bank, N.A. (collectively, the “New Lenders”)) which is dated decreasing its Revolver Commitment, its WC Commitment, its WC Interim Commitment or its Applicable Percentage, as the case may be, from that which exists immediately prior to the effectiveness of this Amendment (collectively, the Effective Date set forth below “Assignors” and is entered into by and between [INSERT NAME OF ASSIGNOR] (the each, individually, an “Assignor”) hereby irrevocably sells and assigns to each of the parties identified on New Lenders and each other applicable Lender (other than the Schedules hereto and [the] [each] Assignee identified on Exiting Lender) which is increasing its Revolver Commitment, its WC Commitment, its WC Interim Commitment or its Applicable Percentage, as the Schedules hereto as “Assignee” or as “Assignees” case may be, from that which exists immediately prior to effectiveness of this Amendment (collectively, the “Assignees” and each each, an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees each Assignee hereby irrevocably purchases and assumes from the Assignorrespective Assignors, at par, subject to and in accordance with the Standard Terms and Conditions attached to the form of Assignment and Assumption attached as Exhibit F-1 to the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s respective Assignors’ rights and obligations in its capacity their respective capacities as a Lender Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto so that after giving effect to any such assignment and assumption each Lender’s WC Commitment, WC Interim Commitment and Revolver Commitment are as set forth on the extent related Schedule 2.01 which is part of Exhibit A-1 hereto (with the Exiting Lender having a WC Commitment, WC Interim Commitment and a Revolver Commitment of zero) and all outstanding Loans owing to each such Lender (including, without limitation, the amount Letters of Credit and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans Swing Line Loans included in such facilities) reflect its applicable Commitments, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor respective Assignors (in its capacity their respective capacities as a LenderLenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to [the] [any] any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as an “Assigned Interest”). The Assignors, the Assignees, the Administrative Agent and the Borrowers shall be deemed to enter into a master assignment and assumption agreement, in form and substance substantially similar to Exhibit F-1 to the Credit Agreement to effectuate the assignment and assumption contemplated hereby (including, for the avoidance of doubt, that the Assignors shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 of the Credit Agreement with respect to facts and circumstances occurring prior to the effective date of the assignment contemplated hereby). Each such sale and assignment is without recourse to the any Assignor and, except as expressly provided in this Assignment and Assumptionherein, without representation or warranty by any Assignor. Notwithstanding anything to the Assignorcontrary contained herein each Assignor is executing this Amendment solely with respect to its rights and obligations under this Section 4 of the Amendment, and not for any other purpose.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each each, an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees2 hereunder are several and not joint.] joint.]3 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] Assignee. The Standard Terms standard terms and Conditions conditions set forth in Annex 1 (the “Standard Terms and Conditions”) 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 Assignor hereby irrevocably sells and assigns to the [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (ii) 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (a) Effective upon the Settlement Date specified in Item 4 of the Schedule of Terms (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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”"SETTLEMENT DATE"), 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], without recourse, representation or warranty (except as expressly set forth herein), and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and that percentage interest in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s 's rights and obligations in its capacity as a Lender arising under the Credit Agreement and any the other documents or instruments delivered pursuant thereto Loan Documents with respect to Assignor's outstanding Loans which represents, as of the extent related to Settlement Date, the amount and percentage interest identified below specified in Item 3 of the Schedule of Terms of all of such outstanding rights and obligations of the Assignor Lenders arising under the Credit Agreement and the other Loan Documents with respect to the Loans (the "ASSIGNED SHARE"). (b) In consideration of the assignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the principal amount of the outstanding Loan included within the Assigned Share, such payment to be made by wire transfer of immediately available funds in accordance with the applicable payment instructions set forth in Item 5 of the Schedule of Terms. (c) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the outstanding Loan and the Pro Rata Share of Assignee after giving effect to the assignment and assumption described above. (d) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Loan Documents, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents, arising out of or otherwise related to the Assigned Share, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Share. Assignee hereby acknowledges and agrees that the agreement set forth in this Section 1(d) is expressly made for the benefit of Company, Administrative Agent, Assignor and the other Lenders and their respective facilities identified below successors and permitted assigns. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Assigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to its outstanding Loan shall have no effect on the Loan and the Pro Rata Share of Assignee set forth in Item 3 of the Schedule of Terms, and (iii) from and after the Settlement Date, Administrative Agent shall make all payments under the Credit Agreement in respect of the Assigned Share (including without limitation all payments of principal and accrued but unpaid interest with respect thereto) (A) in the case of any letters of creditsuch interest and fees that shall have accrued prior to the Settlement Date, guaranteesto Assignor, and swingline loans included (B) in such facilities) all other cases, to Assignee; provided that Assignor and (ii) Assignee shall make payments directly to each other to the extent permitted necessary to be assigned effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Administrative Agent under applicable law, all claims, suits, causes of action and any other right the Loan Documents in respect of the Assignor (Assigned Share in its capacity as the event that, for any reason whatsoever, the payment of consideration contemplated by Section 1(b) occurs on a Lender) against any Person, whether known or unknown, arising under or in connection with date other than the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSettlement Date.

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 [INSERT NAME OF ASSIGNORthe] [each] 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. Assignor identified in item 1 below (the [the] [each, an] “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “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] hereunder are several and not joint.] Include bracketed language if there are either multiple Assignors or multiple Assignees. 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 [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s 's] [the respective Assignors'] rights and obligations in [its capacity as a Lender Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the extent related to the amount and percentage interest interest[s] identified below of all of such the outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) )] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the [the] [any] Assignor.

Assignment and Assumption. This Assignment (a) For good and Assumption valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby contributes, conveys, transfers and assigns to Assignee the right of Assignor to purchase up to the first $450,000,000 aggregate principal amount of New Notes under the Call Right. Assignee hereby accepts the foregoing assignment and, in consideration for the assignment of a portion of Assignor's rights under the Call Right pursuant to this Section 1 and the receipt of the cash contribution pursuant to Section 2 below, Assignee assumes and agrees to pay, perform and/or discharge all of the obligations of Assignor arising under the Put Right solely with respect to the purchase of up to $450,000,000 aggregate principal amount of New Notes. The parties hereto agree that, while nothing in this Agreement shall relieve Assignor from its obligations to holders of the New Notes (the “Assignment "Holders") under the Put Right, if Assignor receives a notice from the Holders exercising the Put Right, Assignee will satisfy all obligations of Assignor arising under the Put Right with respect to the purchase of up to $450,000,000 aggregate principal amount of New Notes. (b) The assignment and Assumption”) is dated as of the Effective Date assumption set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “in Section 1(a) shall have no effect on Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the 's rights and obligations under the Call Right and Put Right with respect to the purchase of [the Assignees] hereunder are several and not jointNew Notes in excess of $450,000,000 aggregate principal amount.] 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] Assignee. c) 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below parties further agree that (i) all of if Assignee notifies Assignor that it wishes to exercise the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto Call Right, Assignor will promptly provide to the extent related to Trustee the amount and percentage interest identified below of all of such outstanding rights and obligations of notice required by the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) Indenture; and (ii) Assignor will promptly furnish to Assignee any notice relating to the extent permitted to be assigned Put Right that Assignor receives from the Trustee. (d) The parties further agree that following any purchase of New Notes by Assignee under applicable law, all claims, suits, causes of action and any other right the Call Right or satisfaction of the Assignor's obligation to purchase New Notes under the Put Right, Assignor (in its capacity as a Lender) against any Person, whether known will direct the Trustee to deliver such New Notes to or unknown, arising under or in connection with at 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 direction of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAssignee.

Assignment and Assumption. This Assignment The Existing Lenders hereby sell and Assumption (assign, without recourse, to the “Assignment New Lenders, and Assumption”) is dated the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the Amendment No. 6 Effective Date, such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement and the other Loan Documents (including, without limitation, the Commitments of the Existing Lenders on the Amendment No. 6 Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified Loans owing to the Existing Lenders which are outstanding on the Schedules hereto Amendment No. 6 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolver Commitments, effected by the amendment to Schedule 1.1 to the Existing Credit Agreement pursuant to Subpart 2.1 hereof, whereupon each of the New Lenders shall be a party to the Amended Credit Agreement and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that have all of the rights and obligations of [a Lender thereunder and under the Assignees] hereunder are several other Loan Documents. Each Existing Lender hereby represents and not joint.] Capitalized terms used but not defined herein warrants (a) that it is the lawful owner of the interests being assigned hereby, free and clear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such Existing Lender, enforceable against it in accordance with its terms. The New Lenders shall have the meanings given to them make payment in exchange for such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement identified below (as amended, and the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assigneeother Loan Documents on the Amendment No. The Standard Terms and Conditions set forth 6 Effective Date 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to amounts and in accordance with the Standard Terms and Conditions percentages set forth in Schedule 1.1, as amended hereby, and the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) this Amendment and all of the Assignor’s rights Exhibits and obligations Schedules thereto, together with copies of the financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in its capacity as a Lender taking or not taking action under the Amended Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) agrees that it will be bound by the provisions of the Amended Credit Agreement and any other documents or instruments delivered pursuant thereto will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. Each Existing Lender shall, to the extent related to of the amount and percentage interest identified below of all of such outstanding interests assigned hereby, relinquish its rights and be released from its obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included Existing Credit Agreement. The processing fee described in such facilities) and (ii) to the extent permitted to Amended Credit Agreement shall not be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or required in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignorforegoing assignments.

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 [INSERT NAME OF ASSIGNOR] the][each]1 Assignor identified on the Schedule hereto as “Assignor” or “Assignors” (collectively, the “Assignors” and each an “Assignor”) and the parties identified on the Schedules hereto and [the] [each] the][each]2 Assignee identified on the Schedules Schedule hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignors][the Assignees]3 hereunder are several and not joint.] 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”)below, 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 [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [thethe][each] [each] Assignees Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender 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 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 (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively ascollectively, as [the] [anthe][an] “Assigned Interest”). Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the [the][any] Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]6 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees][the Assignors]7 hereunder are several and not joint.] joint.]8 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] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNORthe][each] Assignor identified in item 1 below (the [the][each, an] “Assignor”) and the parties identified on the Schedules hereto and [the] [eachthe][each] Assignee identified on the Schedules hereto as “Assignee” or as “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] hereunder are several and not 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] [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 [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [thethe][each] [each] Assignees Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][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 Agent as contemplated below (i) all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender 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 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 (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [anthe][an] “Assigned Interest”). Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the [the][any] Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each each, an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignee[s]2 hereunder are several and not joint.] joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan 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] 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 Assignor hereby irrevocably sells and assigns to the [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (ii) 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption (a) Effective upon the Settlement Date specified in Item 4 of the Schedule of Terms (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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”"SETTLEMENT DATE"), 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], without recourse, representation or warranty (except as expressly set forth herein), and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and that percentage interest in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s 's rights and obligations in its capacity as a Lender arising under the Credit Agreement and any the other documents or instruments delivered pursuant thereto Loan Documents with respect to Assignor's Commitments and outstanding Loans, if any, which represents, as of the extent related to Settlement Date, the amount and percentage interest identified below specified in Item 3 of the Schedule of Terms of all of such outstanding rights and obligations of the Assignor Lenders arising under the Credit Agreement and the other Loan Documents with respect to the Commitments and any outstanding Loans (the "ASSIGNED SHARE"). (b) In consideration of the assignment described above, Assignee hereby agrees to pay to Assignor, on the Settlement Date, the principal amount of any outstanding Loans included within the Assigned Share, such payment to be made by wire transfer of immediately available funds in accordance with the applicable payment instructions set forth in Item 5 of the Schedule of Terms. (c) Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the Commitment and the Pro Rata Share corresponding to the Assigned Share. (d) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Loan Documents, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents, arising out of or otherwise related to the Assigned Share, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Share. Assignee hereby acknowledges and agrees that the agreement 146 set forth in this Section 1(d) is expressly made for the benefit of Borrower, Agent, Assignor and the other Lenders and their respective facilities identified below successors and permitted assigns. (e) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement shall effect the assignment by Assignor and the assumption by Assignee of Assignor's rights and obligations with respect to the Assigned Share, (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to the Commitment and any outstanding Loans shall have no effect on the Commitment and the Pro Rata Share corresponding to the Assigned Share as set forth in Item 3 of the Schedule of Terms or on the interest of Assignee in any outstanding Loans corresponding thereto, and (iii) from and after the Settlement Date, Agent shall make all payments under the Credit Agreement in respect of the Assigned Share (including without limitation all payments of principal and accrued but unpaid interest and commitment fees with respect thereto) (A) in the case of any letters of creditsuch interest and fees that shall have accrued prior to the Settlement Date, guaranteesto Assignor, and swingline loans included (B) in such facilities) all other cases, to Assignee; provided that Assignor and (ii) Assignee shall make payments directly to each other to the extent permitted necessary to be assigned effect any appropriate adjustments in any amounts distributed to Assignor and/or Assignee by Agent under applicable law, all claims, suits, causes of action and any other right the Loan Documents in respect of the Assignor (Assigned Share in its capacity as the event that, for any reason whatsoever, the payment of consideration contemplated by Section 1(b) occurs on a Lender) against any Person, whether known or unknown, arising under or in connection with date other than the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSettlement Date.

Assignment and Assumption. This Assignment (a) Subject to the terms and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 conditions of this Assignment and Assumption as if set forth herein in full. For an agreed considerationAgreement, (i) the Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees (ii) the Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from the Assignor, subject without recourse and without representation or warranty (except as provided in this Agreement) [_____%] (the "Assignee's Percentage Share") of (A) the Commitment [and the Committed Loans] of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities under and in connection with the Credit Agreement and each other Loan Document (other than any such rights, benefits, obligations, liabilities or indemnities with respect to any Bid Loans made by the Assignor). [If appropriate, add paragraph specifying payment to Assignor by Assignee of outstanding principal of, accrued interest on, and fees with respect to, Committed Loans assigned.] (b) With effect on and after the Effective Date (as defined in the Notice of Assignment), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit Agreement, including the requirements concerning confidentiality, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the Standard Terms and Conditions and obligations which by the terms of the Credit AgreementAgreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date inserted Date, be reduced by an amount equal to the Agent as contemplated below (i) all of Assigned Amount and the Assignor’s Assignor shall relinquish its rights and be released from its obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related such obligations have been assumed by the Assignee. (c) After giving effect to the amount assignment and percentage interest identified below of all of such outstanding rights and obligations of assumption, on the Assignor under Effective Date the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to Assignee's Commitment will be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor$ .

Assignment and Assumption. Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. To JPMorgan Chase Bank, N.A., as Administrative Agent [Address] Attention: Ladies and Gentlemen: Reference is made to the Third Amended and Restated Credit Agreement dated as of November 5, 2015 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) among American International Group, Inc. (the “Assignment and AssumptionCompany”) is dated ), the Subsidiary Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] Administrative Agent (the “AssignorAdministrative Agent”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively), the “Assignees” and each an “Assignee”)Several L/C Agent party thereto. [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the respective meanings given assigned to them such terms in the Credit Agreement identified below Agreement. The Company hereby designates [ ] (as amended, the “Credit AgreementDesignated Subsidiary”), receipt a wholly-owned Domestic Subsidiary of the Company and a copy [corporation/limited liability company] duly organized under the laws 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 State of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees[ ], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and as a Subsidiary Borrower in accordance with Section 2.19(a) of the Standard Terms Credit Agreement until such designation is terminated in accordance with Section 2.19(c) thereof. The Designated Subsidiary hereby accepts the above designation and Conditions hereby expressly and unconditionally accepts the obligations of a Subsidiary Borrower under the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under adheres to the Credit Agreement and any other documents or instruments delivered pursuant thereto agrees and confirms that, upon your execution and return to the extent related Company of the enclosed copy of this Subsidiary Borrower Designation, it shall be a Subsidiary Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the amount terms and percentage interest identified below provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Subsidiary Borrower. The Company hereby confirms and agrees that, after giving effect to this Subsidiary Borrower Designation, the Guarantee of the Company contained in Article X of the Credit Agreement shall apply to all of such outstanding rights and the obligations of the Assignor Designated Subsidiary under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 . The Designated Subsidiary hereby represents and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.warrants:

Assignment and Assumption. This Assignment (a) With effect on and Assumption (the “Assignment and Assumption”) is dated as of after the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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”defined in Section 5 hereof), 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject the Assigned Amount, which shall be equal to percent ( %) (the "Assignee's Percentage Share") of all of the Assignor's rights and in accordance with the Standard Terms and Conditions and obligations under the Credit Agreement, as including, without limitation, the Assignee's Percentage Share of the Assignor's Commitment and any outstanding Loans. The assignment set forth in this Section 1(a) shall be without recourse to, or representation or warranty (except as expressly provided in this Agreement) by, the Assignor. (b) With effect on and after the Effective Date inserted by Date, the Agent as contemplated below (i) Assignee shall be a party to the Credit Agreement and succeed to all of the Assignor’s rights and be obligated to perform all of the obligations in its capacity as of a Lender under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and any other documents or instruments delivered pursuant thereto the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent related such obligations have been assumed by the Assignee. (c) After giving effect to the amount assignment and percentage interest identified below of all of such outstanding rights and obligations of assumption, on the Assignor under Effective Date, the respective facilities identified below Assignee's Tranche A Commitment will be United States dollars (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”U.S.$ ). Each After giving effect to such sale assignment and assignment is without recourse to assumption, on the Assignor andEffective Date, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAssignee's Tranche B Commitment will be United States dollars (U.S.$ ).

Assignment and Assumption. This Assignment (A) Pursuant to the Interlocal Agreement and Assumption the Agreement, the Purchaser hereby assigns, transfers, conveys, grants, bargains and sells unto the Assignee all of Purchaser's rights, remedies, powers, title, interests, duties, obligations and responsibilities arising under the Agreement which relate to the Ft. Myer▇ ▇▇▇tem and the Purchased Assets associated therewith; and Sellers hereby consent and agree to such assignment and assumption. Except as provided in subsection (the “Assignment B) of this Assignment, such assignment and Assumption”) is dated as assumption shall be deemed subject to and be in all respects in conformance with all provisions of the Effective Date set forth below Agreement. (B) Notwithstanding the provisions of Section 4.06 of the Agreement, the Net Interest Adjustment to the purchase price of $135,885,000 for the Ft. Myer▇ ▇▇▇tem shall be based on an assumed Arbitrage Yield on the Bonds issued by Lee ▇▇▇nty calculated by using the lowest bond yield achieved on any series of Bonds issued by the GUA rather than the bond yield achieved on the Bonds issued by Lee County and is entered into by a bond insurance premium of 22.75 basis points. (C) The Assignee hereby accepts and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) agrees to, and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectivelySellers hereby consent to, the “Assignees” assignment and each an “assumption of all of the Purchaser's rights, remedies, powers, title, interests, duties, obligations and responsibilities arising under the Agreement which relate to the Ft. Myer▇ ▇▇▇tem and the Purchased Assets associated therewith. (D) The parties agree and acknowledge that in facilitating closing all instruments required to close relating to the Ft. Myer▇ System will be separately executed and directly conveyed from the Sellers to the Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit (E) The Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignorreference.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]3 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each each, an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignee[s]4 hereunder are several and not joint.] joint.]5 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Term Loan Credit Agreement identified below (as further 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] 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 Assignor hereby irrevocably sells and assigns to the [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans guarantees included in such facilities) and (ii) 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) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 3 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

Assignment and Assumption. This Assignment (a) Subject to the terms and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 conditions of this Assignment and Assumption as if set forth herein in full. For an agreed considerationAssumption, (i) the Assignor hereby irrevocably sells sells, transfers and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees (ii) the Assignee hereby irrevocably purchases purchases, assumes and assumes undertakes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreementall cases, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, and without representation or warranty (except as expressly provided in this Assignment and Assumption) % (the “Assignee’s Percentage Share”) of (A) the Commitment and the Committed Loans of the Assignor and (B) all related rights, without representation or warranty benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement, the other Loan Documents. (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Loan Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Loan Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the Assigned Amount (plus the amount of any Commitment held by Assignee independent from the Assigned Amount). The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Loan Agreement to the extent such obligations have been assumed by the Assignee; provided, that the Assignor shall not relinquish its rights under Sections 1.5, 10, 11.3 and 11.4 of the Loan Agreement to the extent such rights relate to the time prior to the Effective Date. (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $ . (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $ .

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]2 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees][the Assignors]3 hereunder are several and not joint.] 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] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This (a) The Assignor hereby assigns its right to purchase the Subject Shares under the Securities Purchase Agreement to the Assignee. (b) The Assignee hereby accepts the assignment of the Assignor's right to purchase the Subject Shares under the Securities Purchase Agreement and agrees to pay at the Closing all amounts due under the Securities Purchase Agreement in respect of the Subject Shares. The Assignee, for the benefit of the Companies, each of the Original Investors and any other persons who become Investors under the Securities Purchase Agreement, hereby makes the representations and warranties contained in Article IV of the Securities Purchase Agreement and agrees to perform and discharge all of the covenants, agreements, terms, provisions, conditions and other obligations to be performed by an Investor under the Securities Purchase Agreement as if the Assignee were an Investor originally named in the Securities Purchase Agreement. (c) The Assignee hereby represents and warrants to each of the Original Investors and any other persons who become Investors under the Securities Purchase Agreement that (i) the Assignee has received copies of the Securities Purchase Agreement and in making its determination to purchase the Subject Shares has relied solely on the representations and warranties, covenants and other agreements of the Companies contained therein and not on any representations, warranties or undertakings by the Assignor or any of the other Original Investors, (ii) the Assignee currently has, or prior to the Closing will have, sufficient funds to purchase the Subject Shares as contemplated by the Securities Purchase Agreement, and (iii) the Assignee's purchase of the Subject Shares will qualify as a passive investment by the Assignee for purposes of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and accordingly the Assignee is not required to make any filings under the HSR Act to purchase the Subject Shares. (d) The Assignee agrees, for the benefit of each of the Original Investors and any other persons who become Investors under the Securities Purchase Agreement, (i) to fulfill its obligations under the Securities Purchase Agreement assumed hereunder, including without limitation those contained in Article VII, (ii) not to assign without the prior written consent of the Original Investors any of its rights under this Assignment and Assumption and (iii) to be a party to and fulfill its obligations under the “Assignment Stockholders' Agreement in the form delivered to the Assignee by the Assignor. (e) The Assignee agrees that ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund IV, L.P. and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” Apollo Management IV, L.P. (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein "Lead Investors") shall have the meanings given sole authority to them administer and make determinations as to matters arising under the Securities Purchase Agreement and related documentation and that any determination made by the Lead Investors under the Securities Purchase Agreement and any related documentation shall be binding upon the Assignee as if the Assignee had consented thereto, including without limitation any determination as to whether closing conditions have been satisfied or waived, any amendments or waivers of provisions of the Securities Purchase Agreement and any determination or exercise of remedies by the Investors under the Securities Purchase Agreement. (f) The Companies acknowledge the assignment and assumption effected hereby and agree that the Assignee shall be entitled to rely on the Companies' representations and warranties, covenants and other agreements under the Securities Purchase Agreement as if the Assignee were an Investor originally named in the Credit Agreement identified below Securities Purchase Agreement. (as amendedg) Notwithstanding anything to the contrary herein, the “Credit Agreement”)Assignee agrees that, receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth upon its payment for the Subject Shares in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part accordance with the terms of this Assignment and Assumption as if set forth herein in full. For an agreed considerationand the Securities Purchase Agreement, it shall only be entitled to receive the Subject Shares from the Companies and shall not, under any circumstances, be entitled to receive any fees or expenses pursuant to the Securities Purchase Agreement or otherwise from the Companies, the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender Original Investors or any other persons that may become Investors 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Securities 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in The Companies acknowledge that this Assignment and Assumption, without representation or warranty by Assumption shall in no way affect the AssignorCompanies' obligation to pay the fees payable under the Securities Purchase Agreement to the Original Investors as if the Original Investors had not assigned any portion of the right and obligation to acquire the Shares.

Assignment and Assumption. This Assignment and Assumption (the “Assignment and Assumption”) is dated Effective as of the Sixth Amendment Effective Date set forth below Date, immediately prior to giving effect to the amendments contained in Section 2 of this Sixth Amendment: (a) each Lender has, in consultation with the Borrower, agreed to reallocate its respective Commitment; and is entered into by and between [INSERT NAME OF ASSIGNOR] (the b) for an agreed consideration, each Lender (each, an “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the each other Lender (each, an “Assignee] [the respective Assignees]”), and [the] [each] Assignees such Assignee hereby irrevocably purchases and assumes from the such Assignor, subject to and in accordance with the Standard Terms and Conditions (as set forth in Annex 1 to Exhibit G) and the Credit Agreement, as of the Sixth Amendment Effective Date inserted by Date, immediately prior to giving effect to the Agent as contemplated below terms of Section 2 of this Sixth Amendment, (i) all of the such Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and the other Loan Documents and any other documents or instruments delivered pursuant thereto thereto, in each case, to the extent related to the an amount and percentage interest identified below of all of such outstanding rights and obligations of the such Assignor under the respective facilities identified below Credit Agreement, to the extent necessary so that, after giving effect thereto, each Lender shall have the Maximum Credit Amount and Applicable Percentage set forth for such Lender on Annex I attached to this Sixth Amendment, which Annex I supersedes and replaces Annex I to the Credit Agreement (including without limitation any letters of credit, guarantees, and swingline loans included Annex I to the Credit Agreement is hereby amended and restated in such facilities) its entirety to read as set forth on Annex I attached hereto); and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the such Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, Agreement and 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, 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”; and the sales and assignments and purchases and assumptions of the Assigned Interests described in this clause (b) being referred to herein collectively as the “Assignment and Reallocation”). Each such Such sale and assignment is without recourse to the any Assignor and, except as expressly provided in this Assignment and AssumptionSection 3, without representation or warranty by any Assignor. Each of the Administrative Agent, each Issuing Bank, each Lender and the Borrower hereby consents and agrees to the Assignment and Reallocation. With respect to the Assignment and Reallocation, each Lender shall be deemed to have sold and assigned its Assigned Interest and each Lender shall be deemed to have acquired such Assigned Interest pursuant to the terms and conditions of the Assignment and Assumption attached as Exhibit G to the Credit Agreement (the “Assignment Agreement”), as if each Lender had executed such Assignment Agreement with respect to such Assigned Interest, pursuant to which (i) each Lender shall be an “Assignee”, (ii) each Lender shall be an “Assignor” and (iii) the term “Effective Date” shall be the Sixth Amendment Effective Date as defined herein. On the Sixth Amendment Effective Date, after giving effect to the Assignment and Reallocation, the Administrative Agent shall take the actions specified in Section 12.04(b)(iv), including recording the Assignment and Reallocation described herein in the Register, and the Assignment and Reallocation shall be effective for all purposes of the Credit Agreement. Notwithstanding anything to the contrary in Section 12.04(b)(ii)(C), no Lender shall be required to pay a processing and recordation fee of $3,500 to the Administrative Agent in connection with the Assignment and Reallocation.

Assignment and Assumption. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] 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, supplemented or restated 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 for Assignment and Assumption 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 Assignor named on the Assignor reverse hereof hereby irrevocably sells and assigns assigns, without recourse, to [the Assignee] [Assignee named on the respective Assignees]reverse hereof, and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes assumes, without recourse, from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, effective as of the Assignment Effective Date inserted by set forth on the Agent as contemplated below reverse hereof, the interests set forth on the reverse hereof (ithe “Assigned Interest”) all of in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Loans owing to the Assignor which are outstanding on the Assignment Effective Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Effective Date, but excluding accrued interest and fees to and excluding the Assignment Effective Date. From and after the Assignment Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its capacity as rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent together with (i) any documentation required to be delivered by the Assignee pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the extent related Administrative Agent pursuant to the amount and percentage interest identified below Section 12.04(b) of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 . This Assignment and Assumption shall be governed by and construed in accordance with the loan transactions governed thereby or in any way based on or related to any laws of the foregoingState of Texas. Credit Agreement: Credit Agreement dated as of February 28, including2017 among ▇▇▇▇▇ Petroleum Company, but not limited LLC as Borrower, ▇▇▇▇▇ Petroleum Corporation as Parent Guarantor, each Subsidiary Guarantor from time to time party thereto, ▇▇▇▇▇ Fargo Bank, National Association as Administrative Agent, and the Lenders from time to time party thereto, as the same may from time to time be amended, modified, supplemented or restated Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Assignment Effective Date: [ ], 201[ ] Commitment Assigned: $ % Loans Assigned: $ % The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Assignor], contract claimsas Assignor By: Name: Title: [Name of Assignee], tort claims, malpractice claims, statutory claims and all other claims at law or in equity related as Assignee By: Name: Title: The undersigned hereby consent to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively aswithin assignment: ▇▇▇▇▇ Petroleum Company, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor andLLC ▇▇▇▇▇ Fargo Bank, except National Association, as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Administrative Agent By: By: Name: Name: Title: Title:

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject an interest in and to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations under the Credit Agreement, effective as of the Assignment Effective Date (as hereinafter defined), equal to the percentage interest specified on Annex 1 hereto (hereinafter, the “Assigned Percentage”) of Assignor’s right, title and interest in its capacity as a Lender under and to (a) the Commitment, (b) any Loan made by Assignor that is outstanding on the Assignment Effective Date, (c) Assignor’s interest in any Letter of Credit outstanding on the Assignment Effective Date, (d) any Note delivered to Assignor pursuant to the Credit Agreement, (e) the Credit Agreement and any the 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 under the respective facilities identified below (including without limitation any letters of credit, guaranteesRelated Writings, and swingline loans included in such facilities) and (iif) to the extent permitted to be assigned under by applicable law, all suits, claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with respect to the Credit Agreement, any other Related Writings, any other documents or instruments delivered pursuant thereto or the loan credit transactions governed thereby or in any way otherwise based on or related to any of the foregoing, including, but not limited to, contract claims, statutory claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related with respect to the rights and obligations sold and assigned pursuant to clause (i) above this Section 2 (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (ia) and through (iif) above being referred to herein collectively asabove, [the] [an] “collectively, the "Assigned Interest”"). Each After giving effect to such sale and assignment is without recourse and on and after the Assignment Effective Date, Assignee shall be deemed to have one or more Applicable Commitment Percentages under the Credit Agreement equal to the Assignor andApplicable Commitment Percentages set forth in subparts II.A and II.B on Annex 1 hereto and an Assigned Amount as set forth on subparts I.A and I.B of Annex 1 hereto (hereinafter, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor“Assigned Amount”).

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each](7) Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees][the Assignors](8) hereunder are several and not joint.] joint.](9) Capitalized terms used but not defined herein shall have the meanings given to them in the 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] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including including, without limitation limitation, any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment (a) With effect on and Assumption (the “Assignment and Assumption”) is dated as of after the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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”defined in Section 5 hereof), 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject the Assigned Amount, which shall be equal to __ percent 116 (______%) (the "Assignee's Percentage Share") of all of the Assignor's rights and in accordance with the Standard Terms and Conditions and obligations under the Credit Agreement, as including, without limitation, the Assignee's Percentage Share of the Effective Date inserted Aggregate Commitment [and any outstanding Committed Loans made by the Agent as contemplated below (iAssignor]. The sale, assignment, purchase and assumption set forth in this Section 1(a) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including shall be without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 recourse 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 representation or warranty (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and AssumptionAgreement) by, without representation or warranty by the Assignor. (b) With effect on and after the Effective Date, the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit Agreement, including the requirements concerning confidentiality, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. (c) After giving effect to the assignment and assumption, on the Effective Date the Assignee's Commitment will be $________. After giving effect to the assignment and assumption, on the Effective Date the Assignor's Commitment will be $________.

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 [INSERT NAME OF ASSIGNOR] the Assignor (the “Assignor”as defined below) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto (as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”defined below). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but in this Assignment and Assumption and not otherwise defined herein shall have the meanings given to them specified in the Credit Agreement identified below Agreement, dated as of October 26, 2012 (as amended, supplemented, restated and/or otherwise modified from time to time, the “Credit Agreement”), among OSI Restaurant Partners, LLC, OSI Holdco, Inc., the lenders from time to time party thereto (the “Lenders”), Deutsche Bank Trust Company Americas and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, Deutsche Bank Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Joint Lead Arrangers, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ Sachs Bank USA, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Joint Lead Bookrunners, and ▇▇▇▇▇▇▇ Sachs Bank USA, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Co-Documentation Agents, and the other agents and parties party thereto, 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, 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, (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities facility identified below (including without limitation participations in any letters Letters of credit, guarantees, and swingline loans Credit or Swing Line Loans included in such facilitiesfacility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNORthe][each]8 Assignor identified in item 1 below ([the][each, an] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] the][each]9 Assignee identified on the Schedules hereto as “Assignee” or as “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 Assignees] Assignors][the Assignees]10 hereunder are several and not joint.] joint.]11 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 [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the Assignee][the respective Assignees], and [thethe][each] [each] Assignees Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][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 Agent as contemplated below (i) all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any the other documents or instruments delivered pursuant thereto Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any letters of creditlimitation, guarantees, participations in L/C Obligations and swingline loans Swing Line Loans included in such facilities) and (ii) 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) 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 Loan Documents or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the] [anythe][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, as [the] [anthe][an] “Assigned Interest”). Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the [the][any] Assignor.

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 [INSERT NAME OF ASSIGNORInsert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any guarantees and participations in letters of credit, guaranteesswingline loans, overadvances and swingline loans protective advances included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] as the “Assigned Interest”). Each such Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This Assignment and Assumption Effective as of the date first set forth above (the “Assignment Effective Date”): (a) Assignor hereby grants, conveys, assigns, releases and Assumption”) is dated transfers to Assignee and Assignee’s legal representatives, heirs, successors and assigns, as a Permitted Assignment, all of Assignor’s right, title and interest as Tenant in, to and under the Lease, including but not limited to the right to possession of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectivelyPremises, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance along with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights related to the permitted uses of the Premises (including, without limitation, the permitted uses authorized by that certain Letter Agreement between Landlord and obligations in its capacity Assignor dated as a Lender under of March 18, 2010), and all of Assignor’s option rights to expand the Credit Agreement Premises and any other documents or instruments delivered pursuant thereto all of Assignor’s Extension Rights to extend the Term of the Lease (to the extent related such rights and options are assignable to Assignee in connection with this Permitted Assignment), to have and to hold the same unto Assignee and Assignee’s legal representatives, heirs or successors and assigns forever; and (b) Assignee hereby agrees to accept possession of the Premises from Assignor and to assume all of the rights, obligations and duties of the Tenant under the Lease and agrees, for the benefit of both Assignor and Landlord, to perform and discharge all such obligations and duties of Assignor as Tenant under the Lease throughout the term of the Lease, as currently scheduled to expire on November 30, 2020 (the “Term”), subject to the amount Extension Rights to extend the Term of the Lease, which are hereby assigned to Assignee as part of this Permitted Assignment. Assignor, as of the Effective Date, hereby covenants to deliver exclusive possession and percentage use of the Premises to Assignee (who covenants to accept the Premises and the appurtenant rights, title and interest identified below of pursuant to the assigned leasehold interest in the Premises as hereinafter provided in their current “as is” condition), including, without limitation, all of such outstanding Assignor’s right, title and interest in and to (subject, however, to those rights of Landlord set forth in the Lease, if any): (x) all leasehold improvements, fixtures and obligations furnishings in or appurtenant to the Premises (the “Leasehold Improvements”); (y) all of the trade fixtures, furnishings, equipment and other tangible personal property of the Assignor under located in the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included Premises or elsewhere in such facilities) and (ii) the Building or Project to the extent permitted to be assigned under applicable lawnot conveyed by a separate ▇▇▇▇ of sale or otherwise (the “FF&E”); and (z) all transferable warranties, guaranties and indemnities, along with any and all claims, suits, causes of action transferrable service contracts and maintenance agreements between Assignor and any other right third party, relating or pertaining to the Premises and/or such Leasehold Improvements and FF&E, express or implied, and all similar rights which Assignor may have against any manufacturer, supplier, seller, engineer, contractor or builder, in respect of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto Premises or the loan transactions governed thereby leasehold improvements, fixtures and furnishings therein (the “Assignable Contract Rights”); provided that Assignor shall have no duty or in any way based on obligation to enforce such Assignable Contract Rights, which shall be subject to enforcement by Assignee at its sole cost and expense, and without warranty by, or related to any of the foregoingliability of, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related Assignor with respect to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignorenforceability thereof.

Assignment and Assumption. This Assignment and Assumption (the “"Assignment and Assumption”") is dated as of the Effective Date effective date set forth below (the "Effective Date") and is entered into by and between [INSERT NAME OF ASSIGNORthe] [each]1 Assignor identified in item 1 below (the “[the] [each, an] "Assignor”") and the parties identified on the Schedules hereto and [the] [each] each]2 Assignee identified on the Schedules hereto as “in item 2 below ([the] [each, an] "Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”"). [It is understood and agreed that the rights and obligations of [the AssigneesAssignors] [the Assignees]3 hereunder are several and not joint.] 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] 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 [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from [the AssignorAssignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s 's] [the respective Assignors'] rights and obligations in [its capacity as a Lender 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 Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, credit and swingline loans guarantees included in such facilities) ), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) )] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, as [the] [an] “"Assigned Interest”"). Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the [the] [any] Assignor.

Assignment and Assumption. This Assignment a. In consideration of the sum of US$43,322,563.94 paid by CSFB to ING Capital in immediately available funds on the Effective Date, ING Capital hereby sells, assigns, transfers, grants and Assumption conveys to CSFB, without any representation, recourse or undertaking other than as specifically set forth in this Agreement, and CSFB hereby purchases and accepts the assignment, transfer, grant and conveyance from ING Capital of, all of ING Capital's rights under the Assigned Agreements, including, without limitation, all of ING Capital's right, title and interest in and to the Purchased Assets and the Pledged Assets, and including the Purchased Receivables identified on Schedule A attached hereto and made a part hereof and the Pledged Receivables identified on Schedule B attached hereto and made a part hereof and any and all liens and encumbrances on the Purchased Assets and the Pledged Assets (ING Capital's right, title and interest in the “Assignment foregoing being collectively, the "Interest"). CSFB hereby assumes all of ING Capital's obligations under the Assigned Agreements, including, without limitation, any commitment of ING Capital to make Loans and Assumption”Advances; provided, however, that such assumption shall include only specific obligations of ING Capital under the Assigned Agreements and no other or further obligations shall be implied or imputed. As of the Effective Date (a) CSFB shall be a party to the Assigned Agreements to which ING Capital is dated a party in the place and stead of ING Capital, and (b) ING Capital shall relinquish its rights and be released from its obligations under the Assigned Agreements to the other parties to the Assigned Agreements as of the Effective Date set forth below Date, subject to its representations and is entered into by and between [INSERT NAME OF ASSIGNOR] (warranties in Section 3. b. Each of the “Assignor”) Trustee, the Initial Agent, ING Markets, HLS and the parties identified on the Schedules hereto Initial Calculation Agent hereby assigns, transfers, grants and [the] [each] Assignee identified on the Schedules hereto conveys to CSFB, without any representation, recourse or undertaking other than as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [each] Assignee. The Standard Terms and Conditions specifically 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as all of its respective right, title and interest in and to the Purchased Assets and Pledged Assets. As of the Effective Date inserted by (a) CSFB shall be a party to the Assigned Agreements to which the Initial Agent as contemplated below (i) all and the Initial Calculation Agent are parties in the place and stead of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor Initial Agent (in its capacity as a Lenderthe Agent) against any Personand the Initial Calculation Agent (in its capacity as the Calculation Agent), whether known or unknownand (b) the Trustee, arising the Initial Agent, ING Markets, HLS and the Initial Calculation Agent shall relinquish their rights and be released from their obligations under or the Assigned Agreements to the other parties to the Assigned Agreements as of the Effective Date, subject to their representations and warranties in connection with Section 3. c. Each of RFI and BFICP hereby assigns, transfers, grants and conveys to CSFB, all of its respective right, title and interest in and to the Credit AgreementPurchased Assets and Pledged Assets. d. Each of RFI, any other documents or instruments delivered pursuant thereto BFICP, ING Capital and ING Markets hereby agrees that it shall deliver, and, in the case of ING Capital, cause HLS, the Initial Agent or the loan transactions governed thereby or in any way based on or related Trustee 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 deliver (i) above (UCC-3 Termination Statements and any other release documentation as may be reasonably requested by CSFB to evidence the rights release of their respective interests in the Purchased Assets and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) Pledged Assets, and (ii) above being referred UCC-1 Financing Statements and UCC-3 Amendments to herein collectively as, [the] [an] “Assigned Interest”). Each such sale evidence the interests of CSFB in the Purchased Assets and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorPledged Assets.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] each]8 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] Assignees][the Assignors]9 hereunder are several and not joint.] joint.]10 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] 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) Credit Agreement and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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 [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [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. Section 5.01 For an agreed consideration, each Lender (individually an “Assignor” and collectively, the Assignor “Assignors”) hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees]assigns, severally and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignornot jointly, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the such Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to its Commitment and Credit Exposure, as the amount and percentage interest case may be, identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) Annex II attached hereto and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the such Assignor (in its capacity as a Lender) 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 (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] for all Assignors as the “Assigned InterestInterests”) to the Lenders (individually, an “Assignee” and, collectively, the “Assignees”) set forth on Annex I to this Sixth Amendment (which shall replace the existing Annex I to the Credit Agreement as of the Sixth Amendment Effective Date), and each Assignee hereby irrevocably purchases and assumes from each Assignor such Assignee’s percentage (as set forth on Annex I to this Sixth Amendment) of the Assigned Interests, subject to and in accordance with the Credit Agreement and this Sixth Amendment, as of the Sixth Amendment Effective Date. Each such Such sale and assignment is without recourse to the Assignor Assignors and, except as expressly provided in this Assignment and AssumptionSixth Amendment, without representation or warranty by the AssignorAssignors. Section 5.02 From and after the Sixth Amendment Effective Date, the Administrative Agent shall distribute all payments in respect of the Assigned Interests (including payments of principal, interest, fees and other amounts) to the appropriate Assignors for amounts which have accrued to but excluding the Sixth Amendment Effective Date and to the appropriate Assignees for amounts which have accrued from and after the Sixth Amendment Effective Date. Section 5.03 Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the percentage of the Assigned Interest set forth on Annex II attached hereto, (ii) such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this assignment and to consummate the transactions contemplated by this Article V; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made by any other Person in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. Section 5.04 Each Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this assignment and to consummate the transactions contemplated hereby, (ii) it satisfies the requirements specified in the Credit Agreement and this Sixth Amendment that are required to be satisfied by it in order to acquire the percentage of the Assigned Interests set forth in Annex I to this Sixth Amendment, (iii) from and after the Sixth Amendment Effective Date, it shall have the obligations of a Lender thereunder to the extent of its percentage (as set forth on Annex I to this Sixth Amendment) of the Assigned Interests, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Sixth Amendment and to purchase its percentage of the Assigned Interests on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, it has supplied to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Section 5.05 After giving effect to the assignments in Section 6.01 of this Sixth Amendment, Deutsche Bank Trust Company Americas (the “Exiting Lender”) shall cease to be a party hereto as of the Sixth Amendment Effective Date and shall no longer be a “Lender”; provided, however, that provisions of the Credit Agreement that, by their terms, are expressly intended to survive the repayment in full of the Indebtedness, the cancellation of the Commitments or the termination of the Credit Agreement, shall survive for the benefit of the .Exiting Lender. The Exiting Lender joins in the execution of this Sixth Amendment solely for purposes of effectuating this Sixth Amendment pursuant to Article III hereof and assigning their Assigned Interests pursuant to this Article V.

Assignment and Assumption. This Assignment The Existing Lenders hereby sell and Assumption (assign, without recourse, to the “Assignment New Lenders, and Assumption”) is dated the New Lenders hereby purchase and assume, without recourse, from the Existing Lenders, effective as of the First Amendment Effective Date, such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement and the other Loan Documents (including, without limitation, the Commitments of the Existing Lenders on the First Amendment Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified Revolving Loans owing to the Existing Lenders which are outstanding on the Schedules hereto First Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Total Revolving Credit Commitment and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectivelyRevolving Credit Commitments, effected by the “Assignees” amendment to Schedule 2.1 to the Existing Credit Agreement pursuant to Subpart 2.2, whereupon each of the New Lenders shall be a party to the Amended Credit Agreement and each an “Assignee”). [It is understood and agreed that have all of the rights and obligations of [a Lender thereunder and under the Assignees] hereunder are several other Loan Documents. Each Existing Lender hereby represents and not joint.] Capitalized terms used but not defined herein warrants (a) that it is the lawful owner of the interests being assigned hereby, free and clear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such Existing Lender, enforceable against it in accordance with its terms. The New Lenders shall have the meanings given to them make payment in exchange for such interests in the Existing Lenders’ rights and obligations under the Existing Credit Agreement identified below (as amended, and the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth other Loan Documents on the First Amendment Effective Date 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 Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignees hereby irrevocably purchases and assumes from the Assignor, subject to amounts and in accordance with the Standard Terms and Conditions percentages set forth in Schedule 2.1, as amended hereby, and the instructions of the Successor Administrative Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) this Amendment and all of the Assignor’s rights Exhibits and obligations Schedules thereto, together with copies of the financial statements referred to in Section 3.05 of the Existing Credit Agreement, the financial statements delivered pursuant to Section 5.04 thereof, if any, and such other documents and information as it has deemed appropriate to make its capacity own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lenders, any Agent (including, without limitation, the Successor Administrative Agent, the Successor Collateral Agent, the Retiring Administrative Agent and the Retiring Collateral Agent) or any other Lender and based on such documents and information as a Lender it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Successor Administrative Agent and the Successor Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Successor Administrative Agent and the Successor Collateral Agent, respectively, by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and any other documents or instruments delivered pursuant thereto will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. Each Existing Lender shall, to the extent related of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Successor Administrative Agent shall maintain in its internal records and record in the Register the information relating to the amount assignments and percentage interest identified below of all of such outstanding rights assumptions effected pursuant to this Part 5 and obligations as required by Section 9.04 of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Existing Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignment and Assumption. This (a) Subject to the satisfaction of the conditions set forth in Section 3 hereof, (i) each of the Assuming Lenders severally agrees to purchase, on the terms and subject to the conditions set forth in the Assignment and Assumption attached as Exhibit G to the Credit Agreement (the “Assignment and Assumption”) is dated as of (and subject to and in accordance with the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each] Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each an “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignees] hereunder are several and not 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] [each] Assignee. The Standard Terms and Conditions set forth in on Annex 1 attached hereto thereto and the other requirements therein which are hereby agreed to by each Assuming Lender and incorporated herein by reference and made a part of this Assignment and Assumption Section 2 as if set forth herein in full. For an agreed considerationfull (as incorporated herein, the Assignor hereby irrevocably sells “Standard Terms and assigns to [the Assignee] [the respective Assignees]Conditions”)), and [the] [each] Assignees hereby irrevocably purchases and assumes collectively, certain Commitments from the AssignorAssigning Lenders and the related Assigned Interests (as defined in the Assignment and Assumption) and (ii) each of the Assigning Lenders hereby agrees to assign, on the terms and subject to the conditions set forth in the Assignment and Assumption (and subject to and in accordance with the Standard Terms and Conditions Conditions, which are hereby agreed to by each Assigning Lender), such Commitments and the related Assigned Interests to the Assuming Lenders, in each case, in such amounts as required to give effect to the Commitments of the Lenders set forth in Schedule 1 hereto (collectively, the “Assignments”). Such assignments and assumptions shall be effective on the Amendment No. 2 Effective Date immediately prior to giving effect to the amendments set forth in Section 1 hereof, with each Assuming Lender constituting an Assignee (as defined in the Assignment and Assumption) for purposes of the Assignments (including the Standard Terms and Conditions) and each Assigning Lender constituting an Assignor (as defined in the Assignment and Assumption) for purposes of the Assignments (including the Standard Terms and Conditions). (b) The Borrower and the Administrative Agent hereby consent to the Assignments. In connection with the Assignments and for purposes of the Assignments only, the Administrative Agent hereby waives the processing and recordation fees set forth in Section 11.8(b) of the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below . (ic) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto After giving effect to the extent related to Assignments, the amount and percentage interest identified below Commitments of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included each Lender shall be as set forth in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorSchedule 1 hereto.