Common use of Assignee Clause in Contracts

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 9.04 of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 5.01 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the 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 Agreement and Assumption and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the AssigneeAssignee and (viii) [is an Affiliate of the Borrower][is not an Affiliate of the Borrower]; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan and Security Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan and Security Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iviii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (viv) it has received a copy of the Credit Agreement, Loan and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, Security Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (viv) 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 Agreement and Assumption and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the this Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Loan and Security Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Transaction Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Assignment Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, any Arranger or any other Lender and based on such documents and information as it has deemed appropriatetheir respective Related Parties, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; (b) makes for itself as of the date hereof rather than the Effective Date, the representation and warranty concerning each Lender set forth in Section 9.18 of the Credit Agreement and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Arranger, the Assignor or any other LenderLender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee eligible assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, 5.01 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, Interest independently and without reliance upon on 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 Agreement and to purchase the Assigned InterestLender, (viiv) it if it’s a Lender that is not a BorrowerU.S. Person, attached hereto is an Affiliate executed original of any Borrower, a Non-Funding IRS Form W-9 certifying that such Lender or a natural person, is exempt from U.S. Federal backup withholding tax and (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Master Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 3.1 or delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Master Assignment Agreement and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, Disqualified Lender or an Affiliate of any Borrower, a Non-Funding Disqualified Lender or a natural person, and (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Master Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the any Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) that it appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under specified in the Credit Agreement (subject to such consents, if any, as may be required under thereunder) that are required to be satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 4.01(i), Section 5.01(a) and/or Section 5.01(b) thereof, as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, Disqualified Institution and (viii) if it is not already a Lender under the Credit Agreement, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under specified in the Credit Term Loan Agreement (subject to such consents, if any, as may be required under thereunder) that are required to be satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementTerm Loan Agreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 4.01(j), Section 5.01(a) and/or Section 5.01(b) thereof, as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, Disqualified Institution and (viii) if it is not already a Lender under the Credit Agreement, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Term Loan Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01(c) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender organized under the Credit AgreementLaws of a jurisdiction outside the United States, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Assignment Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.01(a) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has, independently such Assignee appoints and without reliance upon authorizes the Administrative Agent or any other Lender and based to take such action as agent on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement behalf and to purchase exercise such powers under the Assigned InterestLoan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (viv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.1(a) and (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, the Assignor 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 Agreement and to purchase the Assigned InterestLender, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiiv) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee, and (vi) it is not an Ineligible Assignee and it does not own more than 5% of any competitor of the Borrower; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, 5.01 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) on the Effective Date, the representation, warranty, indemnification and covenant in Section 2.16(f) of the Credit Agreement is true and correct as applied to the Assignee, and each Borrower may rely on such representation, warranty, indemnification and covenant with respect to the Assignee as if such Borrower is a party to this Assignment and Assumption, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interestis not a Defaulting Lender, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Qualifying Lender or a natural person, and (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the Credit Agreement, including Section 2.13, duly completed and executed by the AssigneeCompetitor; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement), Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender,10 (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 7.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 10 By confirming that it meets all the requirements to be an assignee under Section 13.03 of the Credit Agreement, the assignee is also confirming that it is not a Disqualified Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under requirements; if any, specified in the Credit Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (viv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.1(a) and (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, the Assignor or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiiv) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) it is sophisticated with respect to decisions to acquire assets confirms that none of the type represented by funds, monies, assets or other consideration being used to make the Assigned Interest purchase and either itassumption hereunder are “plan assets” as defined under ERISA and that its rights, or benefits and interests in and under the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such typeLoan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment and Assumption, (vi) it has received a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached as Schedule 1 to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to the Credit terms of the Term Loan Agreement, including Section 2.13, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 12.2(b)(iii) and (v) of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 12.2(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective DateDate referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 7.1(a), (b) and, if applicable, (c) 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 Agreement and Assumption and to purchase the [the][such] Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the [the][such] Assigned Interest, Interest and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 2.133.1 of the Credit Agreement, duly completed and executed by the [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, ; (ii) it is not a Disqualified Institution and it meets all the requirements requirements, of an Eligible Assignee eligible assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), ; (iii) 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 Assigned Interest, shall have the obligations of a Lender thereunder, ; (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, ; (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 7.3 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; (vi) 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 Agreement and to purchase the such Assigned Interest, ; and (vii) it if Assignee is not a Borrower, an Affiliate incorporated or organized under the Laws of any Borrower, a Non-Funding Lender the United States of America or a natural person, (viii) if it is not already a Lender under the Credit Agreementstate thereof, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (viv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.1(a) and (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, the Assignor or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiiv) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender an Investor under the Credit AgreementNote Purchase Agreement and under applicable law, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may specified in the Note Purchase Agreement that are required to be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become an Investor, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Note Purchase Agreement as a Lender an Investor thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender an Investor thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementNote Purchase Agreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 7(a)(i) and (ii) thereof (or, prior to the first such delivery, the financial statements referred to in Section 2(e)(i) and (ii) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Notes Agent, the Collateral Agent, the Assignor 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate Investor or any of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent their respective Related Parties and (ixvi) attached to the this Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Note Purchase Agreement, including Section 2.13, duly completed and executed by the AssigneeAssignee (including, if applicable, a completed administrative questionnaire, tax forms, “know your customer” documentation and an executed “Joinder Agreement” (as defined in the Collateral Agency Agreement)); and (b) agrees that (i) it will, independently and without reliance on the Notes Agent, the Collateral Agent, the Assignor or any other LenderInvestor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Transaction Documents; (c) appoints and authorizes the Notes Agent and the Collateral Agent to take such action as agents on its behalf and to exercise such powers under the Note Purchase Agreement and the other Transaction Documents as are delegated to or otherwise conferred upon the Notes Agent and the Collateral Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Transaction Documents are required to be performed by it as a Lenderan Investor.

Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the] [the relevant] Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and (vi) based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the [the][such] Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; Interest and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.04 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest on the Assigned Interest, (vi) basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the this Assignment Agreement and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; [the] [such] Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any other Agent, the Assignor or any other LenderLender and, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 3.1 or delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, Disqualified Lender or an Affiliate of any Borrower, a Non-Funding Disqualified Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvii) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) that it appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee eligible assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) 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 Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.3 [Reporting Requirements] thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) 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 Agreement and to purchase the such Assigned Interest, Interest and (vii) it if Assignee is not a Borrower, an Affiliate incorporated or organized under the Laws of any Borrower, a Non-Funding Lender the United States of America or a natural person, (viii) if it is not already a Lender under the Credit Agreementstate thereof, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) repeats each Lender representation set forth in Section 8.6 of the Mezzanine Credit Agreement; (b) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Mezzanine Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may specified in the Mezzanine Credit Agreement that are required to be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Mezzanine Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Mezzanine Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiiv) if it is not already a Lender under the Credit AgreementNon-US Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Mezzanine Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Mezzanine Credit Agreement, the other Loan Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender an Investor under the Credit AgreementNote Purchase Agreement and under applicable law, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may specified in the Note Purchase Agreement that are required to be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become an Investor, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Note Purchase Agreement as a Lender an Investor thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender an Investor thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementNote Purchase Agreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 7(a)(i) and (ii) thereof (or, prior to the first such delivery, the financial statements referred to in Section 2(e)(i) and (ii) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Notes Agent, the Collateral Agent, the Assignor 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate Investor or any of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent their respective Related Parties and (ixvi) attached to the this Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Note Purchase Agreement, including Section 2.13, duly completed and executed by the Assignee; and Assignee (b) agrees that (i) it willincluding, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.if

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 11.06 of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Loan Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible eligible Assignee under Section 9.09 of the Credit Loan Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced experiences in acquiring assets of such type, (v) it has received a copy of the Credit Loan Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.01(a) 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, has independently and without reliance upon on the Administrative Agent or any other Lender Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Bank, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Loan Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Transaction Documents are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (viv) it has, has independently and without reliance upon the Administrative Agent or any other Lender and based base on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, and (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementNon-U.S. Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 7 Describe Credit Agreement at option of Administrative Agent.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets satisfies all of the requirements of an Eligible Assignee under and any other requirements specified in the Credit Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received 4and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01(a) and 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (d) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Borrowers and their Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (e) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (f) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementNon-U.S. Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, 6.9 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, has independently and without reliance upon on the Agent or any other Lender 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 Agreement and Assumption and to purchase the Assigned InterestInterests, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementNon-U.S. Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.04 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Agreement and to purchase the Assigned InterestLender, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is and Assumption an administrative questionnaire Administrative Questionnaire in the form provided by of Exhibit A to the Credit Agreement, (vii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date and (ixviii) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it (to the extent not already delivered to the Administrative Agent) pursuant to Section 2.20 of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement [In the case of assignments to an Exxaro Affiliated Lender or to Holdings, Borrower or any of their Subsidiaries: until such time as the Loans are automatically cancelled without further action by any Person on the Affiliate Assignment Effective Date], (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) it has transmitted same day funds to the Assignor on the Affiliate Assignment Effective Date, (iv) from and after the Affiliate Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vvi) 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 5.1 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 Agreement and to purchase the Assigned Interest, (vivii) 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 Agreement and to purchase the Assigned Interest, [and] (viiviii) it is not a Borrower, an Affiliate in possession of any Borrowerinformation regarding any Credit Party, its assets, its ability to perform its Obligations or any other matter that may be material to a Non-Funding decision by any Lender (including the Assignor) to [if an Auction: participate in any Auction or] enter into this Assignment or a natural person, any of the transactions contemplated hereby that has not previously been disclosed to [the Auction Manager,] Administrative Agent and the Lenders; [In the case of assignments to or by Material Affiliated Lenders: (viiiix) if it is not already a Lender under the Credit AgreementNon-US Lender, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee]; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the Auction Manager,] the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) [In the case of any Auction or in the case of any assignment to an Exxaro Affiliated Lender: it acknowledges that the Assigned Interest shall, from and after the Affiliate Assignment Effective Date, and without further action by any Person, be deemed cancelled for all purposes and no longer outstanding and that the Assignee shall have no ability to vote or receive payments in respect of the Assigned Interest] [In the case of assignments to or by Material Affiliated Lenders: it acknowledges that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.]

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 11.06 of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and Acceptance and to purchase the Assigned Interest, (vi) 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 Agreement and Acceptance and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under specified in the Credit Term Loan Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, any arranger or any other Lender and based on such documents their respective Related Parties, and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Term Loan Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any arranger, the Assignor or any other LenderLender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets satisfies all of the requirements of an Eligible Assignee under and any other requirements specified in the Credit Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01(a) and 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Borrower and its Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (d) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (e) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under specified in the Credit Term Loan Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Term Loan Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement and under applicable law, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementNon-U.S. Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Arranger, Syndication Agent or Co-Documentation Agent, the Sustainability Structuring Agent, the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Financing Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Financing Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Agreement and to purchase the Assigned InterestLender, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement and Assumption is an administrative questionnaire Administrative Questionnaire in the form provided by of Exhibit A to the Credit Agreement, (vii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date and (ixviii) if it is a Foreign Lender, attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to Section 2.15 of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 9.6(c) of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 9.6(c) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and to purchase the Assigned Interest, (vi) 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 Agreement and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 10.6 of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 6.1 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreementforeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented transactions contemplated by the Assigned Interest Transaction and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets transactions of such type, (v) it has received a copy of the Credit Agreement, Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 5.01(i) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has, independently is aware of the Takeover Panel and without reliance upon Takeover Rules in relation to debt syndication during an offer period under the Agent or any other Lender Takeover Rules and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and , (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and Documents (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderLender and (iii) it will comply in all respects with the terms and requirements of the Takeover Panel and Takeover Rules in relation to debt syndication during an offer period under the Takeover Rules and (c) acknowledges that (i) any information relating to the Borrower furnished to the Assignee by or on behalf of the Borrower or concerning the Transactions is restricted by the Takeover Rules and the Takeover Panel and (ii) Section 9.08 of the Credit Agreement is subject to such Takeover Rules and Takeover Panel restrictions.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (iv) 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, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 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 Agreement and Assumption and to purchase the such Assigned Interest, (vi) it has, on the basis of which it has made such analysis and decision independently and without reliance upon on 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 Agreement and Assumption and to purchase the such Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; Assignee and (viii) it has examined the list of Disqualified Institutions and it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the any Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, necessary to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01(a) or (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, Agreement (including pursuant to Section 2.132.15(e)), duly completed and executed by the Assignee, (vii) if it is an Affiliated Lender, it has indicated its status as such in the space provided on the first page of this Assignment and Assumption and (viii) if it is an Affiliated Lender (other than an Affiliated Debt Fund), it is not in possession of any MNPI that has not been disclosed to the Lenders generally (other than those Lenders who have elected to not receive any MNPI), and if so disclosed could reasonably be expected to have a material effect upon, or otherwise be material to the decision of an assigning Lender to sell, or, if an Affiliated Lender is an assignor in such transaction, of an assignee to purchase, such Loan; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Agreement and to purchase the Assigned InterestLender, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is and Assumption an administrative questionnaire Administrative Questionnaire in the form provided by of Exhibit B to the Credit Agreement, (vii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date and (ixviii) if it is a Foreign Lender, attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to Section 2.15 of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) repeats each Lender representation set forth in Section 9.6 of the Credit Agreement; (b) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender and that it is not a Disqualified Institution and it meets all the requirements (or an Affiliate of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementa Disqualified Institution), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.1 thereof, as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiiv) if it is not already a Lender under the Credit AgreementNon-US Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (d) appoints and authorizes (i) the Administrative Agent, and (ii) the Collateral Agent to take such action as agent in their respective capacities on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent and the Collateral Agent, as applicable, by the terms thereof, together with such powers as are incidental thereto.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee eligible assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) 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 Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.3 [Reporting Requirements] thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) 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 Agreement and to purchase the Assigned Interest, Interest and (vii) it if Assignee is not a Borrower, an Affiliate incorporated or organized under the Laws of any Borrower, a Non-Funding Lender the United States of America or a natural person, (viii) if it is not already a Lender under the Credit Agreementstate thereof, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee eligible assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, 5.01 thereof and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, Interest independently and without reliance upon on 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 Agreement and to purchase the Assigned InterestLender, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiiv) if it is not already a Lender under the Credit Agreementthat is a U.S. Person, attached to the Assignment Agreement hereto is an administrative questionnaire in the form provided by the Agent executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and (ixvi) if it is a Foreign Lender, attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 5.01(a) and 5.01(b) 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Agent Administrative Agent, any arranger of the credit facilities evidenced by the Credit Agreement or any other Lender and their respective Related Parties and based on such documents and information as it has deemed deems appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any arranger of the credit facilities evidenced by the Credit Agreement, the Assignor or any other LenderLender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 10.06 of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee eligible assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) 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 Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.3 [Reporting Requirements] thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the such Assigned Interest, Interest and (vii) it if Assignee is not a Borrower, an Affiliate incorporated or organized under the Laws of any Borrower, a Non-Funding Lender the United States of America or a natural person, (viii) if it is not already a Lender under the Credit Agreementstate thereof, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement Agreement, (iii) it has experience and expertise in the making of or investing in commitments or loans such as the Assigned Interest, as the case may be, (iv) it will acquire the Assigned Interest for its own account in the ordinary course and without a view to distribution of the Assigned Interest within the meaning of the Securities Act or the Exchange Act or other United States federal securities laws (it being understood that, subject to such consents, if any, as may be required under the provisions of Section 9.6 of the Credit Agreement, the disposition of the Assigned Interest or any interests therein shall at all times remain within its exclusive control), (iiiv) it is not a Disqualified Lender, (vi) it shall not provide any information obtained by it in its capacity as Lender to Parent, the Borrower or any Affiliate of any of the foregoing, (vii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vviii) 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 5.1 thereof, as applicable, Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Interest on the Agent or any other Lender and based on such documents and information as basis of which it has deemed appropriate, made its own credit such analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interestdecision, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the this Assignment Agreement is any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13duly completed and executed by the Assignee and (x) if it shall not be a Lender, attached to this Assignment is an Administrative Questionnaire required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Collateral Agent, any Arranger, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 Article 6 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender organized under the Credit Agreementlaws of a jurisdiction outside the United States, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the AssigneeAssignee and (vii) the description of the Assignee as either a Qualifying Bank or Non-Qualifying Lender in item 3 of the Assignment and Assumption is true and correct as of the Effective Date; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have (in addition to any such rights and obligations then otherwise held by it) the rights and obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 5.01(a) and (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vi) 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 Agreement and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementNon-US Lender, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, Agreement [(subject to the limitations set forth in Section 13.6(h) of the Credit Agreement)],5 (ii) it is not Holdings, the Borrower, a Disqualified Subsidiary of the Borrower, a natural person, an Ineligible Institution or a Defaulting Lender and it meets otherwise satisfies all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsother requirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 9.1(a)-(b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementNon-U.S. Lender, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderLender and, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender. 5 Insert if Assignee is an Affiliated Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, ; (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under requirements, if any, specified in the Credit Agreement (subject including Sections 9.04(e) and (f) of the Credit Agreement) that are required to such consents, if any, be satisfied by it in order to acquire the Assigned Interest and become a Lender; (iii) it is a [Purchasing Borrower Party] [Purchasing Affiliated Lender] (as may be required under defined in the Credit Agreement); (iv) as of the date hereof the Assignee does not have any material non-public information (“MNPI”) with respect to any Loan Party that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any assignment to the Assignee or (B) if not disclosed to such Lender, could reasonably be expected to have a material effect upon, or otherwise be material (iii1) to such Lender’s decision make such assignment or (2) to the market price of the Term Loans to be assigned; (iv) from and after the Effective Date, it shall be bound by the provisions of a party to the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such typeAgreement, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04 thereof, as applicable), and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) if it hasis a Lender that is a U.S. Person, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision attached to enter into this Assignment Agreement and to purchase the Assigned Interest, Assumption is IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to Section 2.17 of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AgentAssignor, the Assignor Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 7.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is a not already a Lender United States person under Section 7701(a)(30) of the Credit AgreementCode, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Dateeffective date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 7.1 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the 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 Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 12.3.2 of the Credit Term Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interest in and under the Loan Documents will not be “plan assets” under ERISA, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 Sections 6.1.1 and 6.1.2 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 Agreement and Assumption and to purchase the Assigned Interest, (vivii) it has, independently and without reliance upon the 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 Agreement and Assumption and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, and (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Term Loan Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementNon-U.S. Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee, (viii) it has reviewed the DQ List, and (ix) is not a Disqualified Institution; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The Assignee represents and warrants as of the Effective Date that it is not (A) an employee benefit plan subject to Title I of ERISA, (B) a plan or account subject to Section 4975 of the Code, (C) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (D) a “governmental plan” within the meaning of ERISA.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) 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][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 thereof, as applicablethe terms of the Credit Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the [the][such] Assigned Interest, (vi) it has, 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 Agreement and Assumption and to purchase the [the][such] Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, any arranger of the credit facilities evidenced by the Credit Agreement or any other Lender and based on such documents and information as it has deemed appropriatetheir respective Related Parties, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Joint Bookrunner, the Assignor or any other LenderLender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 thereofthe Credit Agreement, 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it is an Eligible Assignee [and an Affiliated Lender],2 (iii) confirms that it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement)Institution, (iiiiv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][its] Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase [the][its] Assigned Interest on the basis of which it has made such analysis and decision, (vi) it has attached to this Assignment any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it, (vii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, type and (vviii) 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 5.1 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 Agreement and to purchase the Assigned Interest, (vi) 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 Agreement and to purchase the [the][such] Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor [the][each] Assignor, or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan DocumentsDocuments as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 1 Delete if the Assignor is a Defaulting Lender. 2 Assignments to Affiliated Lenders shall comply with the provisions relating thereto in the Credit Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement and under applicable law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 7.01 thereof, as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis analysis, and its decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, Interest is made independently and without reliance upon on the Agent Administrative Agent, any Arranger, the Assignor 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate or any of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent their respective Related Parties and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, Agreement (including Section 2.133.01 thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Arranger, the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets satisfies all of the requirements of an Eligible Assignee under and any other requirements specified in the Credit Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01(a) and 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (d) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Borrower and its Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (e) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (f) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.

Assignee. The Assignee Assignee: (a) represents and warrants that that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, ; (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), ; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, ; (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, ; (v) it has received a copy of the Credit Agreement, Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant referred to in Section 5.1 9.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on Administrative Agent, the Agent Assignor 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 Agreement and to purchase the Assigned Interest, Lender; (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (vii) it is a Qualified Purchaser; (b) agrees that that: (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, ; and (ii) it will perform in accordance with their terms all of the obligations (and make all of the representations) which by the terms of the Loan Documents are required to be performed (or made) by it as a Lender; (c) appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto in accordance with the Credit Agreement and Loan Documents; (d) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Borrower Parties and their Affiliates and agrees to use such information in accordance with Section 13.18 of the Credit Agreement; (e) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (f) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 13.11(b)(iv) of the Credit Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it has full power is legally authorized to enter into this Assignment and authorityAcceptance, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it an Affiliated Lender which meets all the requirements of to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit AgreementSection 10.06(g), (iii) before and after giving effect to any such assignment, the aggregate par principal amount of Loans directly held by the Assignee and all other Affiliated Lenders does not, collectively, exceed 10.0% of the aggregate par principal of the then outstanding principal amount of all Loans, (iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the rights and obligations of a Lender thereunder, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.04 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 Agreement and Acceptance and to purchase the Assigned Interest, (vivii) 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 Agreement and Acceptance and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, and (viii) if it is does not already a Lender under the Credit Agreement, attached have any material non-public information with respect to the Assignment Agreement is an administrative questionnaire in Holdcos, the form provided by Borrower or any of the Agent and Borrower’s subsidiaries or its or their securities (ix“MNPI”) attached that either (A) has not been disclosed to the Assignment Agreement is any documentation required Lenders (other than Lenders that do not wish to be delivered by it pursuant receive MNPI) prior to such time or (B) if not disclosed to the Credit AgreementLenders (other than Lenders that do not sigh to receive MNPI), including Section 2.13, duly completed could reasonably be expected to have a material effect upon the market price of the Loans or otherwise be material with respect to the Loan Parties for purposes of United States federal and executed by state securities laws or the Assigneedecision of the Assignor to enter into this Assignment; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderLender including its obligations pursuant to Section 3.01 of the Credit Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interests and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned InterestInterests acquired by it hereunder, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interests acquired by it has, hereunder on the basis of which it has made such analysis and decision independently and without reliance upon on 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 Agreement and Assumption and to purchase the Assigned Interest, Interest and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor Assignors or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, ; (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsAgreement, and EXHIBIT E, Annex I to Form of Assignment and Assumption – Page 1 (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, ; (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsAgreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 11.4 of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.1(a) and (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (vi) 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 Agreement and Acceptance and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 10.04 of an Eligible Assignee under the Credit Loan Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 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 Assigned Interest, (v) 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 Assigned Interest, (vi) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, type (vii) it is not a Borrower, competitor of the Borrower and its Subsidiaries or an Affiliate of any Borrowersuch competitor, a Non-Funding Lender or a natural person, and (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Loan Agreement, including Section 2.13, duly completed and executed by the AssigneeAssignee and (ix) it is not a Defaulting Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of to be an Eligible Assignee assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 thereofthe Credit Agreement, 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Financing Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Financing Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 5.3 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the on Agent or any other Lender Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision decisions to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the this Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderBank.6 _________________________ 6 NTD: Changes intended to conform to LSTA form of assignment.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets satisfies all of the requirements of an Eligible Assignee under and any other requirements specified in the Credit Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01(a) and Section 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon the on any Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the any Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon such Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Company and its Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (d) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (e) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement. (c) New Exhibits G, H and I are added to the Amended Credit Agreement to read in the forms of Exhibit G, Exhibit H and Exhibit I attached hereto. (d) This Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any Lender under the Loan Documents, and except as set forth herein shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents.

Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be an assignee under Section 10.07(b)(iii) and (v) of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective DateDate referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the] [such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 6.01(a) and (b) 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 Agreement and Assumption and to purchase the [the] [such] Assigned Interest, (vi) 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 Agreement and Assumption and to purchase the [the] [such] Assigned Interest, [and] (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 2.133.01 of the Credit 19 Insert only if an Affiliated Lender or Affiliated Debt Fund is an Assignor under this Assignment and Assumption. Agreement, duly completed and executed by [the] [such] Assignee [,] [and (viii) either (I) it does not possess material non-public information with respect to Holdings and its Subsidiaries or the Assigneesecurities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender or (II) disclose that it cannot make such representation]20 [and (ix) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto;]; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement and under applicable law, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent, the Collateral Agent, any Co-Lead Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender and based on such documents and information as it has deemed appropriateor any of their respective Related Parties, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Collateral Agent, any Co-Lead Arranger, any Co-Syndication Agent, any Co-Documentation Agent, the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement and under applicable law that are required to be satisfied by it in order to acquire the Assigned Loan Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Loan Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Loan Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Loan Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Loan Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, any arranger of the credit facilities evidenced by the Credit Agreement or any other Lender and based on such documents and information as it has deemed appropriatetheir respective Related Parties, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any arranger of the credit facilities evidenced by the Credit Agreement, the Assignor or any other LenderLender and their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Without limiting the foregoing, the Assignee represents and warrants, and agrees to, each of the matters set forth in Section 8.06 of the Credit Agreement, including that the Loan Documents set out the terms of a commercial lending facility.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets satisfies all of the requirements of an Eligible Assignee under and any other requirements specified in the Credit Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01(a) and Section 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Company and its Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (d) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (e) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 8.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and 4 Describe Credit Agreement at option of Administrative Agent. Exhibit H-5 information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement until such time as the Loans are automatically cancelled without further action by any Person on the Borrower Assignment Effective Date, (ii) it is not a Disqualified Institution and it meets all has, transmitted, or will on the requirements of an Eligible Assignee under date hereof transmit, same day funds to the Credit Agreement (subject to such consents, if any, as may be required under Assignor on the Credit Agreement)Borrower Assignment Effective Date, (iii) from and after the Borrower Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 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 Agreement and to purchase the Assigned Interest, (vi) 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 Agreement and to purchase the Assigned Interest, Interest and [(vii) it is not a in possession of any information regarding Borrower, an Affiliate its Subsidiaries or its Affiliates, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender (including the Assignor) to participate in any Auction, if applicable, or enter into this Assignment or any of any Borrowerthe transactions contemplated hereby that has not previously been disclosed to the Auction Manager, a Administrative Agent and the Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement is any documentation required to be delivered by it pursuant to the Credit Agreement, including Section 2.13, duly completed and executed by the AssigneePublic Lenders]9; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the AgentAuction Manager, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform acknowledges that the Assigned Interest shall, from and after the Borrower Assignment Effective Date, and without further action by any Person, be deemed cancelled for all purposes and no longer outstanding and that the Assignee shall have no ability to vote or receive payments in accordance with their terms all respect of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderAssigned Interest.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets satisfies all of the requirements of an Eligible Assignee under and any other requirements specified in the Credit Agreement (subject that are required to such consents, if any, as may be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01(a) and Section 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Borrower and its Affiliates and agrees to use such information in accordance with Section 10.12 of the Credit Agreement; (d) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (e) shall pay to the Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 3.1 or delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, Disqualified Lender or an Affiliate of any Borrower, a Non-Funding Disqualified Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvii) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) that it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Each of the Assignor and the Assignee acknowledge that in the case of any assignment to a Disqualified Lender without obtaining the required consent of the Borrower, the Borrower shall be entitled to seek specific performance to unwind any such assignment, transfer or participation in addition to any other remedies available to the Borrower at law or at equity, except to the extent that (a) the assignee, transferee or participant to which such Lender assigned, transferred or participated the Term Loans or Term Loan Commitments that were the subject of such impermissible assignment, transfer or participation no longer holds such Term Loans or Term Loan Commitments and such Term Loans or Term Loan Commitments were subsequently assigned to an Eligible Assignee (it being expressly understood that no Person shall be an Eligible Assignee solely by virtue of its relationship to such assignee, transferee or participant of such Lender or the Affiliates of such assignee, transferee or participant) in accordance with the terms of the Credit Agreement or (b) the Borrower consents in writing to such assignment, transfer or participation.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 7.1.1 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 Agreement and Assumption and to purchase the Assigned Interest, (vi) it has, Interest 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 Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may specified in the Loan Agreement and under applicable law that are required to be required under satisfied by it in order to acquire the Credit Agreement)Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Loan Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 6.02(m) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, the Assignor 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 Agreement and to purchase the Assigned Interestor any of their respective Related Parties, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Loan Agreement, including Section 2.13, duly completed and executed by the Assignee; Assignee and (vii) it is not a Disqualified Lender or an Affiliate of a Disqualified Lender and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsAgreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents Agreement are required to be performed by it as a Lender.

Assignee. The [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bondholder under the Credit Continuing Covenant Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of to be an Eligible Assignee assignee under the Credit terms of the Continuing Covenant Agreement (subject to such consents, if any, as may be required under the Credit terms of the Continuing Covenant Agreement), (iii) it has reviewed the current list of Disqualified Institutions and is not a Disqualified Institution, a natural Person, the Obligor or an Affiliate or Subsidiary of the Obligor, (iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Continuing Covenant Agreement and the other Bond Documents as a Lender Bondholder thereunder and, to the extent of the [the][the relevant] Assigned Interest, shall have the obligations of a Lender Bondholder thereunder, (ivv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (vvi) it has received a copy of the Credit Continuing Covenant Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicablethe terms of the Continuing Covenant Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the [the][such] Assigned Interest, (vivii) it has, independently and without reliance upon the Administrative Agent or any other Lender Bondholder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the [the][such] Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to Section 2.13 of the Credit Continuing Covenant Agreement, including Section 2.13, duly completed and executed by [the][such] Assignee and (ix) if it is a Non-Purchaser Transferee, attached hereto is the Investor Letter required to be delivered by it pursuant to Section 9.06(c) of the Continuing Covenant Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, the [the][any] Assignor or any other LenderBondholder, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Bond Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Bond Documents are required to be performed by it as a LenderBondholder.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (vi) it has, independently and without reliance upon the 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 Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, Disqualified Lender or an Affiliate of any Borrower, a Non-Funding Disqualified Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvii) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) that it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement and under applicable law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Administrative Agent, any Arranger, the Assignor or any other Lender and based on such documents and information as it has deemed appropriateor any of their respective Related Parties, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Arranger, or the 6 Describe Credit Agreement at option of Administrative Agent. Documentation Agent, the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan and Security Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Loan and Security Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iviii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (viv) it has received a copy of the Credit Agreement, Loan and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, Security Agreement and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (viv) 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 Agreement and Assumption and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the this Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Loan and Security Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Transaction Documents are required to be performed by it as a Lender.. [FS Investment] Exhibits and Schedules to Loan and Security Agreement

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement and under applicable law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Agent Assignor, any Agent, any Issuing Bank or any other Lender or any of their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viiivi) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the this Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the any Agent, the Assignor Assignor, any Issuing Bank or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of to be an Eligible Assignee under Section 14.8 of the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreementthereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) 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 5.1 10.1 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 Agreement and to purchase the Assigned Interest, (vi) 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 Agreement and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under “foreign corporation, partnership or trust” within the meaning of the Code, (A) the Assignee will be in compliance with all applicable provisions of Section 7.7 of the Credit Agreement, attached Agreement on or prior to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent Effective Date and (ixB) attached to the Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all satisfies the requirements of an Eligible Assignee under the Credit Agreement (subject to such consentsrequirements, if any, as may be required under specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Section 5.1 5.1(a) and 5.1(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.4(a) thereof), as applicable, and such other documents and information as it deems has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ixvi) attached to the this Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, ; (c) appoints and (ii) it will perform in accordance with their terms all authorizes each of the obligations which by Administrative Agent and the terms of the Loan Documents are required Collateral Agent to be performed by it as a Lender.take such

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in §7.4 thereof or delivered pursuant to Section 5.1 §8.4 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned InterestInterest on the basis of which it has made such analysis and decision independently and without reliance on the Agent, the Assignor or any other Bank, (vi) it has, independently and without reliance upon the Agent Agent, the Assignor or any other Lender Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase the Assigned Interest, and (vii) it is not a Borrower, an Affiliate of any Borrower, a Non-Funding Lender or a natural person, (viii) if it is not already a Lender under the Credit AgreementForeign Lender, attached to the Assignment Agreement is an administrative questionnaire in the form provided by the Agent and (ix) attached to the Assignment Agreement hereto is any documentation required by the Agent to be delivered by it pursuant to the terms of the Credit Agreement, including Section 2.13, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, 8 Describe Credit Agreement at option of Agent. the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderBank.