Section # Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor and the Assignee and the execution of the consent attached hereto by [the Borrower and] the Administrative Agent and the payment of the amounts specified in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with a Loan in an amount equal to the Assigned Amount and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.

the Assignor under the Credit Agreement to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor and the Assignee and the execution of the consent attached hereto by [the BorrowerBorrowers and] the Administrative Agent and the payment of the amounts specified in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with a LoanCommitment in an amount equal to the Assigned Amount and acquire the rights of the Assignor with respect to a corresponding portion of each of its outstanding Loans and Letter of Credit Liabilities and # the LoanCommitment of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor. The Assignee’s Percentage after giving effect to the assignment contemplated hereby is ​%.

SECTION # Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount,Amount and a corresponding portion of each of its outstanding Loans and Letter of Credit Liabilities, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor and the Assignee and the execution of the consent attached hereto by [the Borrower and] the Administrative Agent and the payment of the amounts specified in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with a Loan in an amount equal to the Assigned Amount and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.

For an agreed consideration, the Assignor hereby assignsirrevocably sells and sellsassigns to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount,Assignee, and the Assignee hereby accepts such assignmentirrevocably purchases and assumes from the AssignorAssignor, subject to and assumesin accordance with the 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 obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor and the Assignee and the execution of the consent attached hereto by [the Borrower and] the Administrative Agent and the payment of the amounts specified in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeed to theAssignor’s rights and be obligated to perform the obligations ofin its capacity as a Lender under the Credit Agreement with a Loanand 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, without limitation, any letters of credit and guaranties included in an amount equalsuch facilities and, to the Assigned Amountextent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and # the Loanall other claims at law or in equity), suits, causes of action and any other right of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligationsagainst any Person whether known or unknown arising under or in connection with the Credit Agreement toAgreement, any other documents or instruments delivered pursuant thereto or the extent such obligations have been assumed by the Assignee. Theloan transactions governed thereby) (the “Assigned Interest”). Such sale and assignment provided for herein shall beis without recourse to the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

For an agreed consideration, the Assignor hereby assignsirrevocably sells and sellsassigns 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, # all of the Assignor’s rights of the Assignorand obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent ofrelated to the Assigned Amount,amount and the Assignee hereby accepts such assignment from the Assignor and assumespercentage interest identified below of all of thesuch outstanding rights and obligations of the Assignor under the Credit Agreementrespective facilities identified below (including any letters of credit, guarantees and swingline loans included in such facilities) and # to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and other rights of the Assigned Amount. UponAssignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the execution and delivery hereof byCredit Agreement, any other documents or instruments delivered pursuant thereto or the Assignor and the Assignee and the executionloan transactions governed thereby or in any way based on or related to any of the consent attached hereto by [the Borrower and] the Administrative Agentforegoing, including contract claims, tort claims, malpractice claims, statutory claims and the payment of the amounts specifiedall other claims at law or in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeedequity related to the rights and be obligatedobligations sold and assigned pursuant to perform[clause (i) above] (the rights and obligations sold and assigned pursuant to [clauses [(i) and (ii) above]e]] being referred to herein collectively as the obligations of a Lender under the Credit Agreement with a Loan in an amount equal to the Assigned Amount“Assigned Interest”). Such sale and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall beis without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

For an agreed consideration, the Assignor hereby assignsirrevocably sells and sellsassigns 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 (i) all of the Assignor’s rights of the Assignorand obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent ofrelated to the Assigned Amount,amount and the Assignee hereby accepts such assignment from the Assignor and assumespercentage interest identified below of all of thesuch outstanding rights and obligations of the Assignor under the Credit Agreementrespective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assigned Amount. UponAssignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the execution and delivery hereof byCredit Agreement, any other documents or instruments delivered pursuant thereto or the Assignor and the Assignee and the executionloan transactions governed thereby or in any way based on or related to any of the consent attached hereto by [the Borrower and] the Administrative Agentforegoing, including contract claims, tort claims, malpractice claims, statutory claims and the payment of the amounts specifiedall other claims at law or in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeedequity related to the rights and be obligatedobligations sold and assigned pursuant to perform[clause (i) above] (the rights and obligations sold and assigned pursuant to [clauses [(i) and (ii) above]e]] being referred to herein collectively as the obligations of a Lender under the Credit Agreement with a Loan in an amount equal to the Assigned Amount“Assigned Interest”). Such sale and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall beis without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

For an agreed consideration, the Assignor hereby assignsirrevocably sells and sellsassigns 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 (i) all of the Assignor’s rights of the Assignorand obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent ofrelated to the Assigned Amount,amount and the Assignee hereby accepts such assignment from the Assignor and assumespercentage interest identified below of all of thesuch outstanding rights and obligations of the Assignor under the Credit Agreement identified below (including any guarantees included therein) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assigned Amount. UponAssignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the execution and delivery hereof byCredit Agreement, any other documents or instruments delivered pursuant thereto or the Assignor and the Assignee and the executionloan transactions governed thereby or in any way based on or related to any of the consent attached hereto by [the Borrower and] the Administrative Agentforegoing, including contract claims, tort claims, malpractice claims, statutory claims and the payment of the amounts specifiedall other claims at law or in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeedequity related to the rights and be obligatedobligations sold and assigned pursuant to perform[clause (i) above] (the rights and obligations sold and assigned pursuant to [clauses [(i) and (ii) above]e]] being referred to herein collectively as the obligations of a Lender under the Credit Agreement with a Loan in an amount equal to the Assigned Amount“Assigned Interest”). Such sale and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall beis without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

For an agreed consideration, the Assignor hereby assignsirrevocably sells and sellsassigns to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount,Assignee, and the Assignee hereby accepts such assignmentirrevocably purchases and assumes from the AssignorAssignor, subject to and assumesin accordance with the 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 obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount. Upon the execution and delivery hereof by the Assignor and the Assignee and the execution of the consent attached hereto by [the Borrower and] the Administrative Agent and the payment of the amounts specified in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeed to theAssignor’s rights and be obligated to perform the obligations ofin its capacity as a Lender under the Credit Agreement with a Loanand 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, without limitation, any letters of credit and guaranties included in an amount equalsuch facilities and, to the Assigned Amountextent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and # the Loanall other claims at law or in equity), suits, causes of action and any other right of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligationsagainst any Person whether known or unknown arising under or in connection with the Credit Agreement toAgreement, any other documents or instruments delivered pursuant thereto or the extent such obligations have been assumed by the Assignee. Theloan transactions governed thereby) (the “Assigned Interest”). Such sale and assignment provided for herein shall beis without recourse to the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

For an agreed consideration, the Assignor hereby assignsirrevocably sells and sellsassigns 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 # all of the Assignor’s rights of the Assignorand obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent ofrelated to the Assigned Amount,amount and the Assignee hereby accepts such assignment from the Assignor and assumespercentage interest identified below of all of thesuch outstanding rights and obligations of the Assignor under the Credit Agreementrespective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and # to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assigned Amount. UponAssignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the execution and delivery hereof byCredit Agreement, any other documents or instruments delivered pursuant thereto or the Assignor and the Assignee and the executionloan transactions governed thereby or in any way based on or related to any of the consent attached hereto by [the Borrower and] the Administrative Agentforegoing, including contract claims, tort claims, malpractice claims, statutory claims and the payment of the amounts specifiedall other claims at law or in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeedequity related to the rights and be obligatedobligations sold and assigned pursuant to perform[clause (i) above] (the rights and obligations sold and assigned pursuant to [clauses [(i) and (ii) above]e]] being referred to herein collectively as the obligations of a Lender under the Credit Agreement with a Loan in an amount equal to the Assigned Amount“Assigned Interest”). Such sale and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount, and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall beis without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

For an agreed consideration, the Assignor hereby assignsirrevocably sells and sellsassigns to the [Assignee] [respective Assignees], and [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 # all of the Assignor's rights of the Assignorand obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent ofrelated to the Assigned Amount,amount and the Assignee hereby accepts such assignment from the Assignor and assumespercentage interest identified below of all of thesuch outstanding rights and obligations of the Assignor under the Credit Agreementrespective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and # to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assigned Amount. UponAssignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the execution and delivery hereof byCredit Agreement, any other documents or instruments delivered pursuant thereto or the Assignor and the Assignee and the executionloan transactions governed thereby or in any way based on or related to any of the consent attached hereto by [the Borrower and] the Administrative Agentforegoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and the payment of the amounts specifiedall other claims at law or in [Section 3] required to be paid on the date hereof # the Assignee shall, as of the date hereof, succeedequity related to the rights and be obligatedobligations sold and assigned pursuant to perform the[clause (i) above] (the rights and obligations of a Lender under the Credit Agreement with a Loan in an amount equalsold and assigned to the Assigned Amount[the] [any] Assignee pursuant to [clauses [(i) and # the Loan of the Assignor shall, as of the date hereof, be reduced by the Assigned Amount,(ii) above]e]] being referred to herein collectively as, [the] [an] "Assigned Interest"). Each such sale and the Assignor shall be released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall beis without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.