Common use of FORM OF ASSIGNMENT AND ACCEPTANCE Clause in Contracts

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR") and [Insert name of Assignee] (the "ASSIGNEE"). 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 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 as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters of credit) (the "ASSIGNED INTEREST"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) 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"“Assignor”) and [Insert name of Assignee] the Assignee named below (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, modified, supplemented, increased and extended from time, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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 Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below and (including, ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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 Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) 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 [Insert name of Assignee] the Assignee (the "ASSIGNEE"as defined below). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, including any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement Assumption (the "ASSIGNMENT"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 identified in item 1 below (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] the Assignee identified in item 2 below (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Assumption, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment Reference is made to the Master Repurchase Agreement dated as of August 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”) by and Acceptance Agreement between PennyMac Loan Services, LLC, a Delaware limited liability company (the "ASSIGNMENT"“Seller”) is dated and Deutsche Bank AG, Cayman Islands Branch (the “Buyer”). Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Repurchase Agreement. Each “Assignor” referred to on Schedule I hereto (each, an “Assignor”) and each “Assignee” referred to on Schedule I hereto (each an “Assignee”) hereby agrees severally with respect to all information relating to it and its assignment hereunder and on Schedule I hereto as follows: Subject to the provisions of Section 14.05 of the Repurchase Agreement, such Assignor hereby sells and assigns, without recourse except as to the representations and warranties made by it herein, to such Assignee, and such Assignee hereby purchases and assumes from such Assignor, an interest in and to such Assignor’s rights and obligations under the Repurchase Agreement as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR") and [Insert name of Assignee] (the "ASSIGNEE"). 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 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 as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns hereinafter defined) equal to the Assignee, and 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, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below specified on Schedule I hereto of all of the Assignor's outstanding rights and obligations under the respective facilities identified below Repurchase Agreement (includingcollectively, to the extent included in any such facilities, letters of credit) (the "ASSIGNED INTEREST"“Assigned Interests”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.:

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, including without limitation any letters of credit included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 1 For bracketed language here and elsewhere in this form relating to the Assignor(s). Such sale and , if the 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, without representation or warranty by choose the Assignorsecond bracketed language.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the this "ASSIGNMENTAssignment") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNORAssignor") and [Insert name of Assignee] (the "ASSIGNEEAssignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENTCredit Agreement"), receipt of a copy of which is hereby acknowledged by 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 as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters Letters of creditCredit and Swingline Loans) (the "ASSIGNED INTERESTAssigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement Assumption (the "ASSIGNMENT"“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"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Assumption, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the [the][any] Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement Assumption (the "ASSIGNMENT"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"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swingline Loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Assumption, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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 or restated from time to time, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations in its capacity as a [US][Canadian] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included permitted to be assigned under applicable law, but solely to the extent related to the amount and percentage interest identified below, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a [US][Canadian] 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interests”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] the Assignor identified in item 1 below (the "ASSIGNOR"“Assignor”) and [Insert name of the][each] Assignee identified in item 2 below ([the][each, an] “Assignee] (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 364-Day Revolving Credit Agreement identified below (as amended, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][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 Lender as contemplated below, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities revolving credit facility identified below below, and (including, ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned by the Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, including without limitation any letters of credit included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]3 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]4 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "ASSIGNEE"”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]5 hereunder are several and not joint.]6 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 AGREEMENT"“Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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 Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Loan Agreement and any other documents or instruments delivered pursuant thereto that represents in the amount amount[s] and equal to the percentage interest interest[s] identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below below, and (including, ii) to the extent included 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 Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the [the][any] Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented, restated or otherwise modified from time to time, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, including without limitation any letters of credit and guarantees included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the [the][any] Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]5 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]6 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "ASSIGNEE"”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]7 hereunder are several and not 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (including, ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 5 For bracketed language here and elsewhere in this form relating to the Assignor(s). Such sale and , if the 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, without representation or warranty by choose the Assignorsecond bracketed language.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them provided in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENT")below, receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Letters of Credit, the Franchisee Letters of Credit, the Franchisee Loan Fundings and the Swingline Loans and the Guaranties included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below (as defined below) and is entered into by and between [Insert name of Assignor] the Assignor (the "ASSIGNOR"as defined below) and [Insert name of Assignee] the Assignee (the "ASSIGNEE"as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Second Lien Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"“Second Lien Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Second Lien Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to below (i) all of the Assignor's ’s rights and obligations in its capacity as a Lender under the Second Lien Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities Facility identified below and (including, ii) to the extent included 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 Second Lien Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name names of AssigneeAssignees] (the "ASSIGNEE"“Assignees”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amendedmay be amended from time to time, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the [the] [each] Assignee, and the [the] [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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, including any Revolving Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement Assumption (the "ASSIGNMENT"“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 identified in item 1 below (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] the Assignee identified in item 2 below (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Assumption, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] the Assignor identified in item 1 below (the "ASSIGNOR"“Assignor”) and [Insert name the] [each] Assignee identified in item [2] [3] below ([the] [each an] “Assignee”). [It is understood and agreed that the rights and obligations of Assignee] (the "ASSIGNEE")such Assignee hereunder are several and not joint]. Capitalized terms used herein 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 [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the [the] [each] Assignee, and the [the] [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 Agent, as contemplated below, the interest in and to all of the Assignor's ’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's ’s outstanding rights and obligations under the respective facilities Loans and identified below (including, to the extent included in any such facilitiesLoans, letters Letters of creditCredit and, if applicable, the Swing Line Loans) (the "ASSIGNED INTEREST"“Assigned Interest”). Such [Such] [Each] sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a U.S. Lender and also a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 4.15(f) 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, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 11.4(b) of the Credit Agreement.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) 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"“Assignor”) and [Insert name of Assignee] the Assignee named below (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations under of the respective facilities Assignor identified below (includingincluding any letters of credit, guarantees, competitive bid advances and swingline advances included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below (including, without limitation, any letters of credit included in the facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other tight of the Assignor's outstanding 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 under the respective facilities identified below sold and assigned pursuant to clause (including, to the extent included in any such facilities, letters of crediti) above (the "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each](2) Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each](1) Assignee identified in item 2 below ([the][each, an] “Assignee] (the "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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.to

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents in the amount amount[s] and equal to the percentage interest interest[s] identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, without limitation, included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This ASSIGNMENT AND ACCEPTANCE (this “Assignment and Acceptance Agreement (the "ASSIGNMENT"Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Term Loan Agreement identified below (as amended, the "CREDIT AGREEMENT"defined below), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the 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 to be inserted by the Administrative Agent as contemplated below, the interest in and to (i) all of the Assignor's ’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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below Term Loan Agreement and (including, ii) to the extent included 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 Term Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any such facilitiesway based on or related to any of the foregoing, letters of creditincluding 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor. If this Assignment and Acceptance covers all of the remaining portion of the Assignor’s rights and obligations under the Term Loan Agreement, the Assignor shall cease to be a party thereto (provided, that such Assignor shall continue to be entitled to the benefits of Sections 2.06, 2.07, 4.04 and 11.05 to the extent of any amounts owed to such Assignor under any of such provisions as of the Effective Date). Notwithstanding anything to the contrary under this Assignment and Acceptance, any rights and remedies available to the Borrower for any breaches by the Assignor of its obligations under the Term Loan Agreement while a Lender shall be preserved after the assignment hereunder and the Assignor shall not be relieved of any liability to the Borrower due to any such breach.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the this "ASSIGNMENTAssignment") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNORAssignor") and [Insert name of Assignee] (the "ASSIGNEEAssignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENTCredit Agreement"), receipt of a copy of which is hereby acknowledged by 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 as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters Letters of creditCredit and Swingline Loans) (the "ASSIGNED INTERESTAssigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement Assumption (the "ASSIGNMENT"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"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as modified, amended, renewed, extended, and restated from time to time, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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, and 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, the interest in and to below (i) all of the Assignor's ’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, any LC or Guaranty included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Assumption, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]5 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]6 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "ASSIGNEE"”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]7 hereunder are several and not joint.]8 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, modified or supplemented from time to time, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities facilities9 identified below and (including, ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by [the][any] Assignor. 5 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] the Assignor identified in item 1 below (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] the Assignee identified in item 2 below (the "ASSIGNEE"“Assignee”). 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 below), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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 date of acceptance and recording inserted by the Administrative Agent as contemplated below, below (the interest in and to “Effective Date”) (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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included permitted to be assigned under applicable law, all claims, suits, causes of action and any other rights 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] Assignee hereby irrevocably purchases and assumes accepts 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities5) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the [the][any] Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement Assumption (the "ASSIGNMENT"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 identified in item 1 below (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] the Assignee identified in item 2 below (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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, and 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, the interest in and to below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Assumption, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] the Assignor identified in item 1 below (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] the Assignee identified in item 2 below (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, Assignee and the Assignee hereby irrevocably purchases and assumes accepts 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Closing Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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 Closing Date inserted by the Administrative Agent as contemplated below, the interest in and to below (a) 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] the Assignor identified in item 1 below (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] the Assignee identified in item 2 below (the "ASSIGNEE"“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented, or otherwise modified from time to time, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's 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 included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are (the “Standard Terms and Conditions”) is hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and referred to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor. Assignee shall deliver (if it is not already a Lender) to the Agent an Administrative Questionnaire.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of Assigneethe][each]2 Assignee identified in item 2 below ([the][each, an] (the "ASSIGNEE"“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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swingline Loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the [the][any] Assignor.. ______________________________

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "ASSIGNOR"“Assignor”) and [Insert name of Assignee] (the "ASSIGNEE"“Assignee”). 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"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingincluding any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding 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 "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below (as defined below) and is entered into by and between [Insert name of Assignor] the Assignor (the "ASSIGNOR"as defined below) and [Insert name of Assignee] the Assignee (the "ASSIGNEE"as defined below). Capitalized terms used but in this Assignment and Acceptance and not otherwise defined herein shall have the meanings given to them specified in the Third Amended and Restated Credit Agreement identified below Agreement, dated as of May [ ], 2010 (as amendedthe “Credit Agreement”), among LPL Holdings, Inc., a Massachusetts corporation (“the Borrower”), LPL Investment Holdings Inc., a Delaware corporation, the "CREDIT AGREEMENT")lending institutions from time to time parties thereto, receipt of a copy of which is hereby acknowledged by the AssigneeXxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent and Xxxxxx Xxxxxxx & Co., as Collateral Agent. 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 Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 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 1 hereto and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to 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 that represents to the extent related to the amount and percentage interest identified below of the Credit Facility identified below 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's outstanding 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 contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations under the respective facilities identified below sold and assigned pursuant to clause (including, to the extent included in any such facilities, letters of crediti) above (the "ASSIGNED INTEREST"rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE. This Assignment and Acceptance Agreement (the "ASSIGNMENT"“Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor] (the "ASSIGNOR"”) and [Insert name of the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee] (the "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 but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented, restated or otherwise modified from time to time, the "CREDIT AGREEMENT"“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Acceptance as if set forth herein in full. For an agreed consideration, the [the][each] Assignor hereby irrevocably sells and assigns to [the AssigneeAssignee][the respective Assignees], and the [the][each] 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, the interest in and to below (i) all of [the Assignor's Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents to the extent related to the amount and percentage interest identified below of all of the Assignor's such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, including without limitation any letters of credit and guarantees included in such facilities) and (ii) to the extent included 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 such facilitiesway based on or related to any of the foregoing, letters of creditincluding, 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 "ASSIGNED INTEREST"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 [the][an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the][any] Assignor and, except as expressly provided in this AssignmentAssignment and Acceptance, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.