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

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT. This Assignment and Acceptance Agreement (this “Assignment Agreement”) 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 have the meanings provided in the Credit Agreement identified 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 Agreement 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 (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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, all Commitments, all Letter of Credit and participating interests therein, all L/C Obligations and Reimbursement Obligations, and all other obligations and rights as a Lender under the Credit Agreement and the other Credit Documents), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement and the other Credit Documents, and any other documents or instruments delivered pursuant thereto or the credit transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned 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 Assignment Agreement, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT. This Assignment and Acceptance Agreement (this the “Assignment Agreement”) 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 provided given to them in the Credit Agreement identified belowbelow (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 Agreement 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 (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, all Commitments, all Letter of Credit and participating interests therein, all L/C Obligations and Reimbursement Obligations, and all other obligations and rights as a Lender under the Credit Agreement and the other Credit Documents), including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement and the other Credit DocumentsAgreement, and any other documents or instruments delivered pursuant thereto or the credit loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT. This Assignment and Acceptance Agreement (this the “Assignment Agreementand Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each] Assignor identified in item 1 below (the [the][each, an] “Assignor”) and [Insert name of Assigneethe][each]12 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]13 hereunder are several and not joint.]14 Capitalized terms used but not defined herein shall have the meanings provided given to them in the Credit Agreement identified belowbelow (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Agreement and Assumption 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 (i) all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any Letters of Credit, without limitation, all Commitments, all Letter of Credit and participating interests therein, all L/C Obligations and Reimbursement ObligationsGuarantees, and all other obligations and rights as a Lender under the Credit Agreement and the other Credit DocumentsSwingline Loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable lawApplicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 and the other Credit DocumentsAgreement, and any other documents or instruments delivered pursuant thereto or the credit loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, the 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 Assignment Agreementand Assumption, without representation or warranty by [the][any] Assignor. 12For bracketed language here and elsewhere in this form relating to the AssignorAssignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 13Select as appropriate. 14Include bracketed language if there are either multiple Assignors or multiple Assignees.

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT. This Assignment and Acceptance Agreement (this the “Assignment Agreementand Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe][each] Assignor identified in item 1 below (the [the][each, an] “Assignor”) and [Insert name of Assigneethe][each]1 Assignee identified in item 2 below ([the][each, an] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings provided given to them in the Credit Agreement identified belowbelow (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [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 Agreement and Assumption 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 (i) all of [the Assignor’s Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor][the respective Assignors] under the respective facilities identified below (includingincluding without limitation any Letters of Credit, without limitation, all Commitments, all Letter of Credit and participating interests therein, all L/C Obligations and Reimbursement ObligationsGuarantees, and all other obligations and rights as a Lender under the Credit Agreement and the other Credit DocumentsSwingline Loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable lawApplicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) 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 and the other Credit DocumentsAgreement, and any other documents or instruments delivered pursuant thereto or the credit loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, the 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 Assignment Agreementand Assumption, without representation or warranty by the [the][any] Assignor.

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT. This Assignment and Acceptance Agreement (this “Assignment AgreementAssignment”) ), is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe] [each] Assignor identified in item [1][2] below (the [the] [each, an] “Assignor”) and [Insert name of Assigneethe] [each] Assignee identified in item 2 below (the [the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of such [Assignees] [and Assignors] hereunder are several and not joint.] Capitalized terms used herein but not defined herein shall have the meanings provided given to them in the Second-Lien Term Loan Credit Agreement identified belowbelow (as amended, receipt of a copy of which is hereby acknowledged by restated, supplemented and/or otherwise modified from time to time, the Assignee“Credit Agreement”). The Standard Terms and Conditions for Assignment and Acceptance Agreement 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 Agreement as if set forth herein in full. For an agreed consideration, the [the] [each] Assignor hereby irrevocably sells and assigns to the [the] [each] Assignee, and the [the] [each] Assignee hereby irrevocably purchases and assumes from the [the] [each] Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) below, the interest in and to all of the [the][each] Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to that represents the amount and percentage interest identified below of all of such the [respective] Assignor’s outstanding rights and obligations of the Assignor under the respective facilities Tranches identified below (including, without limitationto the extent included in any such Tranches, all Commitments, all Letter Letters of Credit and participating interests thereinSwingline Loans) ([the] [each, all L/C Obligations and Reimbursement Obligations, and all other obligations and rights as a Lender under the Credit Agreement and the other Credit Documents), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement and the other Credit Documents, and any other documents or instruments delivered pursuant thereto or the credit transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned 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 Assignment AgreementAssignment, without representation or warranty by the [the] [any] Assignor.