Assignee. [The][Each] Assignee # represents and warrants that # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it meets all the requirements to be an assignee under [Section 10.06(b)(iii) and (v)])] of the Credit Agreement (subject to such consents, if any, as may be required under [Section 10.06(b)(iii)] of the Credit Agreement), # from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, # it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, # it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.01] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, # it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and # if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

Mutual Representations and Warranties. Assignee represents and warrants to Assignor that: # Assignee is duly authorized to execute and deliver this Agreement and to perform Assignee’s obligations hereunder; and # this Agreement is legally binding upon Assignee, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignee is a party or by which Assignee may be bound. Assignor represents and warrants that this Agreement is legally binding upon Assignor, enforceable in accordance with its terms and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignor is a party or by which Assignor may be bound.

Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information relating to the Company furnished to such Lender; provided that, prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall be subject to the same confidentiality agreement as are the Lenders.

no Disqualified Lender shall qualify as an Eligible Assignee, and # neither Borrower nor any Affiliate of Borrower shall qualify as an Eligible Assignee.

Assignee agrees that, upon receiving the consent of Administrative Agent to such assignment, Assignee will be bound by the terms of the Loan Agreement as fully and to the same extent as if the Assignee were the Lender originally holding such interest under the Loan Agreement.

Assignor will not use or disclose anything assigned to the Assignee hereunder or any other technical or business information or plans of the Assignee.

Rights Personal to Tenant. Tenant’s right to exercise the Expansion Option is personal to, and may be exercised only by, the Original Tenant or a Permitted Assignee. No assignee (other than a Permitted Assignee) or subtenant shall have any right to exercise the Expansion Option granted herein.

“Eligible Assignee” means # a Lender; # an Affiliate of a Lender; # an Approved Fund; and # any other Person that meets the requirements to be an assignee under [Section 9.07(b)], provided, that under no circumstances shall # any Competitor be an assignee without the prior written consent of the Borrower and, # subject to [clauses (k) and (l) of Section 9.07], Holdings, the Borrower or any Affiliate thereof or a natural person, be an Eligible Assignee.

The Assignee, if not already a Lender, # agrees to deliver to [[Organization A:Organization]] a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws, and # if the Assignee is a Farm Credit Lender, agrees to deliver to ​ documents from the Assignee that describe the nature of the Farm Credit Equities in the Assignee (or its designated Affiliate) required to be acquired by ​ in the Assignee pursuant to Section 5.11 of the Credit Agreement, as well as applicable capitalization requirements.