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 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, (iii) from and after the Effective Date under the Assignment and Assumption, 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 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), 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 any agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, any 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 Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the 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 Lender Assignment and Assumption Agreement 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 meets all requirements under the Credit Agreement that are with respect to the transactions contemplated hereby (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) subject to acceptance and recording hereof pursuant to Section 10.10 of the Credit Agreement, from and after the Effective Date under the Assignment and AssumptionDate, it shall be party to the Credit Agreement and to the other Loan Documents and be bound by the provisions of the Credit Agreement as a Lender thereunder and to the other Loan Documents and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof Sections 7.1.1(a) and (orb) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 Lender Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement and the other 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and satisfies the requirements, if any, other requirements specified in the Credit 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 under the Assignment and AssumptionDate, 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 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Assignor, the Administrative Agent, the Arrangers or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesU.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that it is exempt from U.S. Federal backup withholding Tax, duly completed and Assumption executed by the Assignee, and (vi) if it is a Non-U.S. Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 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 Assignor, any agent the Administrative Agent, the Arrangers 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 Credit AgreementAgreement and the other Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 referred to in Section 3.04(a) or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAgent, 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 the Agent to take such action on its behalf and to exercise such powers under the Credit AgreementAgreement as are delegated to the 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 Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and satisfies the other 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.01(g) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, Lender and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or8.3(a) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Agent or any other Lender, and (viv) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 13.8(e) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, (iii) its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (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 interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), 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 any agent the Administrative Agent or any other Lender, and (vvi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender, and (iii) it will 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.

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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Buyer under the Credit Repurchase Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Repurchase Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBuyer, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Repurchase Agreement as a Lender Buyer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Buyer thereunder, (iv) it has received a copy of the Credit Repurchase Agreement, together with copies of the most recent financial statements referred to in Section 15.2(f) thereof or delivered pursuant to Section 5.03 thereof (or16.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Agent, the assignor or any other LenderBuyer, and (v) if the Assignee it is a Person that is organized under the laws Legal Requirements of a any jurisdiction outside other than the United StatesStates of America or any State thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Repurchase Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other LenderBuyer, 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 AgreementTransaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Transaction Documents are required to be performed by it as a LenderBuyer.

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 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 meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or7.6 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if it is not a United States person (as defined in Section 7701(a)(30) of the Assignee is organized under the laws of a jurisdiction outside the United StatesCode), it shall have attached to this the Assignment and Assumption is any the documentation required to be delivered by it pursuant to specified in Section 2.20 11.1(b) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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 meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and (v) if it is a Foreign Person, attached to the Assignment and Assumption is any documentation required to be delivered by it (or by any Foreign Person that is a Participant) pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; 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 AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies none of the requirements, if any, specified in consideration used to make the Credit Agreement that are required to be satisfied by it in order to acquire purchase of the Assigned Interest under this Assignment and become a LenderAssumption constitutes “plan assets” as defined under ERISA, and the rights and interests of the Assignee in and under the Loan Documents will not be “plan assets” under ERISA, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 6.9 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), 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 Interest, on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesNon-U.S. Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Buyer under the Credit Repurchase Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Repurchase Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBuyer, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Repurchase Agreement as a Lender Buyer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Buyer thereunder, (iv) it has received a copy of the Credit Repurchase Agreement, together with copies of the most recent financial statements referred to in Section 15.2(f) thereof or delivered pursuant to Section 5.03 thereof (or16.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent, the assignor or any other LenderBuyer, and (v) if the Assignee it is a Person that is organized under the laws Legal Requirements of a any jurisdiction outside other than the United StatesStates of America or any State thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Repurchase Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBuyer, 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 AgreementRepurchase Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Repurchase Documents are required to be performed by it as a LenderBuyer.

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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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) confirms that 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 interests in and under the Credit Documents will not be “plan assets” under ERISA, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or7.6 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other LenderBank, and (vvi) if it is not a United States person (as defined in Section 7701(a)(30) of the Assignee is organized under the laws of a jurisdiction outside the United StatesCode), it shall have attached to this the Assignment and Assumption is any the documentation required to be delivered by it pursuant to specified in Section 2.20 11.1(b) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Reimbursement Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Reimbursement 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 under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Reimbursement 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 Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Reimbursement Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and satisfies the other 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, Lender and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender Bank 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 LenderBank, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.1 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 4.4 thereof), 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 any agent the Administrative Agent, the Assignor or any other LenderBank, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesBank that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Bank, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.15 thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any 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 Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan 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 and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 9.04(a) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 9.04(a) of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 (x) received a copy of the Credit Agreement, together with Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to 6.01 of the first such delivery, the financial statements referred to in Section 3.05 thereof)Credit Agreement, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (vy) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee, and (v) it is not a Borrower or an Affiliate or Subsidiary of a Borrower; and (b) agrees that (i) it will, independently and without reliance on upon the Assignor, any 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption Agreement and to consummate the transactions contemplated hereby and to become a [Class A][Class B] Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 10.8 of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.8 of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a [Class A][Class B] Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a [Class A][Class B] 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, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orthe Credit Agreement, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on any agent upon the Administrative Agent or any other LenderLender 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 (vvii) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementTransaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the 5-Year Credit Agreement, (ii) it satisfies the requirements, if any, specified in the 5-Year Credit 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 under the Assignment and AssumptionDate, it shall be bound by the provisions of the 5-Year 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 5-Year Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or6.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the 5-Year Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Amended and Restated Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Amended and Restated Credit 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 under the Assignment and AssumptionDate, it shall be bound by the provisions of the Amended and Restated 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 Amended and Restated Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption is IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Amended and Restated Credit Agreement, duly completed and executed by the Assignee, and (vii) it does not bear a relationship to the Borrower or Holdings as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, meets all requirements of an assignee specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.01(a) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 Acceptance and to purchase the Assigned Interest Interest, on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesUS, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of Section 2.20 2.12(e) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption Agreement 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 meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 10.1.1 and 10.1.2 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), 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 Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, and (v) as of the date hereof, the Borrower will not be obligated to pay any greater amount under Section 7.6 or Section 8 of the Credit Agreement than the Borrower is obligated to pay to the Assignor under such Sections and (vi) if it is a “foreign corporation, partnership or trust” within the meaning of the Code, (A) the Assignee is organized under will be in compliance with all applicable provisions of Section 14.10 of the laws of a jurisdiction outside Credit Agreement on or prior to the United States, Effective Date and (B) attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAgent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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 LenderLender (including that it be an Eligible Assignee and that it otherwise satisfy the requirements set forth in Section 10.04 of the Credit Agreement), (iii) it is capable of extending credit in all Alternative Currencies provided for under the Credit Agreement, (iv) from and after the Effective Date under the Assignment and AssumptionDate, 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 has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 6.01 thereof), 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 any agent Administrative Agent or any other Lender, Lender and (vvi) if the Assignee it is organized under the laws of a jurisdiction outside the United Statesforeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including, without limitation, Section 10.20), duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor, any agent 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 Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirements, if any, specified in under the Credit Agreement that are including Section 9.04(b) thereof (subject to such consents, if any, as may be required to be satisfied by it in order to acquire the Assigned Interest and become a Lenderunder such Section 9.04(b)), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed deems 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 Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, any agent arranger or any other LenderLender and their 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 and Assumption and to purchase the Assigned Interest and (vvii) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesNon-U.S. Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, any agent arranger, the Assignor or any other LenderLender and their 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not an Ineligible Institution and satisfies the all other 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. Further, the Assignee makes the Investment Representations, and agrees that such Investment Representations are made for the benefit of the Borrower.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 referred to in Section 3.08 or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit AgreementAgreement 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 Credit Agreement 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 and Assumption Agreement and to consummate the transactions contemplated hereby and to become a [Class A][Class B] Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 10.8 of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.8 of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a [Class A][Class B] Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a [Class A][Class B] 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, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orthe Credit Agreement, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on any agent upon the Administrative Agent or any other LenderLender 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 (vvii) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementTransaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Transaction Documents are required to be performed by it as a Lender.. [The Assignee further represents, warrants and covenants that: (i) it (A) is not, and will not become, a “tax-exempt entity” as described in clauses (i), (ii) or (iv) of Section 168(h)(2)(A) of the Internal Revenue Code, incorporating any cross-references in that Section (and excluding corporations described in Section 168(h)(2)(D) of the Internal Revenue Code); (B) will, if it is a foreign person or entity described in Section 168(h)(2)(A)(iii) of the Internal Revenue Code, satisfy the exception in Section 168(h)(2)(B) of the Internal Revenue Code (regarding taxability of its income by the United States) if the Class B Advances are treated as equity for U.S. federal income tax purposes and the Borrower is characterized as a partnership; and (C) is not, and will not become, a tax-exempt controlled entity within the meaning of Section 168(h)(6)(F)(iii) of the Internal Revenue Code; and (ii) either (a) the Assignee is not and will not become, for U.S. federal income tax purposes, an entity disregarded from its owner, a pass-thru entity (as such term is used in Section 168(h) of the Internal Revenue Code) or a partnership (each such entity a “flow-through entity”) or (b) if the Assignee is or becomes a flow-through entity, then each direct or indirect (through one or more tiers of flow-through entities) owner of any of the interests in such flow-through entity would satisfy representation (i) above if such person held the Class B Advances directly.]3

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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Buyer under the Credit Repurchase Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Repurchase Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBuyer, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Repurchase Agreement as a Lender Buyer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Buyer thereunder, (iv) it has received a copy of the Credit Repurchase Agreement, together with copies of the most recent financial statements referred to in Section 15.2(f) thereof or delivered pursuant to Section 5.03 thereof (or16.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Agent, the assignor or any other LenderBuyer, and (v) if the Assignee it is a Person that is organized under the laws Legal Requirements of a any jurisdiction outside other than the United StatesStates of America or any State thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Repurchase Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other LenderBuyer, 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 AgreementRepurchase Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.accordance

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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 8.06(b) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 8.06(b) of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][such] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lenderdecision, and (v) if it is not a Competitor of the Assignee is organized under the laws of a jurisdiction outside the United States, Company and (vi) attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms 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 AssignorAdministrative Agent, any 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee (and it is not an Affiliated Lender) and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04 or the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 5.01 thereof), and such other documents and information as it has reasonably 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 any agent the Administrative Agent or any other Lender, Lender and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem reasonably deems 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 on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or 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 reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound as a Lender 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 referred to in Section 4.06 thereof or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01(a) and 5.01(b) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has in its sole discretion 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), Credit Agreement 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 any agent the Agent or any other LenderBank, and (viv) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Bank, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAgent, any 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 Credit AgreementBasic Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Basic Documents are required to be performed by it as a LenderBank; and (c) agrees that it will be bound by the terms and provisions of the Intercreditor 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 and Assumption and Assumption, 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (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 and/or had the opportunity to receive a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 6.1(a) and Section 6.1(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 5.4 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 any agent the Agent or any other Lender, and (vvii) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (viii) it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, 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 the Agent to take such action as agent on its behalf and to exercise such powers under the Credit AgreementAgreement and the other Loan Documents as are delegated to or otherwise conferred upon the 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 Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementWorking Capital Facility, (ii) it satisfies the requirements, if any, specified in the Credit Agreement Working Capital Facility 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 under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement Working Capital Facility as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit AgreementWorking Capital Facility, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to 6.01 of the first such delivery, the financial statements referred to CSRA as incorporated by reference in Section 3.05 thereof)5.03 of the Working Capital Facility, 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 any agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; Lender and (b) agrees that (i) it will, independently and without reliance on the Assignor, any agent 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 Credit AgreementWorking Capital Facility, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Working Capital Facility 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 and Assumption Acceptance 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, (iii) from and after the Assignment Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Assignment Interest, shall have the obligations of a Lender thereunder, and (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or§ 5.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (viv) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 actions necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent, the Canadian Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the AssigneeAssignee and (vii) the Administrative Agent has received a processing and recordation fee of $3,500 (unless waived or reduced in the sole discretion of the Administrative Agent) as of the Effective Date; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Canadian 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Buyer under the Credit Repurchase Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Repurchase Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBuyer, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Repurchase Agreement as a Lender Buyer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Buyer thereunder, (iv) it has received a copy of the Credit Repurchase Agreement, together with copies of the most recent financial statements referred to in Section 15.2(f) thereof or delivered pursuant to Section 5.03 thereof (or16.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent, the Assignor or any other LenderBuyer, and (v) if the Assignee it is a Person that is organized under the laws Legal Requirements of a any jurisdiction outside other than the United StatesStates of America or any State thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Repurchase Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBuyer, 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 AgreementRepurchase Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Repurchase Documents are required to be performed by it as a LenderBuyer.

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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (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 Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), 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 any agent the Agent or any other Lender, and (vvii) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (viii) it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption is IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee, and (vii) it does not bear a relationship to the Borrower or the Co-Borrower as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all requirements of an assignee of the requirements, if any, specified in Assigned Interest under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 referred to in Section 4.9 thereof or delivered pursuant to Section 5.03 thereof (or5.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent, Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement 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 and Assumption and Assumption, 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, including, if the Assignee shall become a Revolving Lender, that it is a Non-Public Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; Lender and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and Assumption, 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption Acceptance 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 LenderLender (including making the representation and warranty set forth in Section 4.02 of the Credit Agreement and being an Eligible Assignee), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 5.01 thereof), 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 Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, Lender and (v) if it is a Lender that is not a United States person (as defined in the Assignee is organized under the laws of a jurisdiction outside the United StatesCredit Agreement), attached to this the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including Section 2.20 2.17(e) of the Credit Agreement), duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, 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 Credit Agreement, Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Term Loan 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 under the Assignment and AssumptionDate, 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 has received a copy of the Credit Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, thereunder and (iv) it has received a copy of the Credit Agreement and each Intercreditor Agreement, together with copies of the most recent financial statements referred to in Section 4.01(c) of the Credit Agreement or the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 of the Credit Agreement, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if it has examined the Assignee list of Disqualified Institutions and it is organized under the laws not (A) a Disqualified Institution or (B) an Affiliate of a jurisdiction outside Disqualified Institution [(other than, in the United Statescase of this clause (B), a Competitor Debt Fund Affiliate)]15 and (vi) attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem deems 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 on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or 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 15 Insert bracketed language if Assignee is a Competitor Debt Fund Affiliate and not otherwise identified on the list of Disqualified Institutions. reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.. [The Assignee acknowledges and agrees that in connection with this Assignment and Assumption, (1) the Assignor is an Affiliated Lender, (2) the Assignor makes no representation or warranty as to whether it has or does not have material nonpublic information with respect to the Borrower and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (3) the Assignor and/or any of its Affiliates may have, and later may come into possession of, MNPI, (4) the Assignee has independently, without reliance on the Assignor, the Investors, the Borrower, any of their respective subsidiaries or Affiliates, the Administrative Agent, the Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in this assignment notwithstanding the Assignee’s lack of knowledge of the MNPI (if any), (5) none of the Assignor, the Investors, the Borrower, any of their respective subsidiaries or Affiliates, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to the Assignee, and the Assignee hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the Assignor, the Investors, the Borrower, each of their respective subsidiaries and Affiliates, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of any MNPI and (6) the MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.]16

Assignee. The Assignee (a) represents and warrants that (i) it is not a Defaulting Bank or a Disqualified Institution, (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Term Loan Agreement, (iiiii) it satisfies the requirements, if any, specified in the Credit Term Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBank, (iiiiv) from and after the Effective Date under the Assignment and AssumptionTransfer Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (ivv) it has received a copy of the Credit Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other LenderBank, and (vvi) if the Assignee it is organized a Bank that is not incorporated under the laws of a jurisdiction outside the United StatesStates of America or any state thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any 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 Credit Term Loan Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Term Loan Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, (iviii) it has received a copy of the Amended and Restated Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof 6.1(i) and (orii) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender or any of their respective Related Parties and (iv) if it is a Foreign Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, any 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the specified 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 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 5.03 thereof (or, prior to the first such delivery, the financial statements [referred to in Section 3.05 4.1 thereof)] [delivered pursuant to Sections 6.1 and 6.2 thereof, as applicable,]6 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 any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including, without limitation, pursuant to Section 2.12(d) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not an Ineligible Institution and satisfies the all other 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or6.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 8.06(a) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 8.06(a) of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 AgreementLoan Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to 5.01 of the first such delivery, the financial statements referred to in Section 3.05 thereof)Credit Agreement, and such other reports, documents and information as it has deemed appropriate to perform its own analysis and to make its own credit analysis and decision (credit, legal or otherwise) 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 any agent Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 Administrative Agent, the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to perform its own analysis and to make its own credit decisions (credit, legal or otherwise) in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. Without limiting the foregoing, Assignee acknowledges that it has conducted to its satisfaction, its own independent investigation of the condition, operations and business of Borrower and, in making its determination to proceed with the transactions contemplated by the Assignment and Assumption, Assignee has relied on the results of its own independent investigation. In connection therewith, Assignee is not relying on any documents provided to it by Assignor (including any document created or generated by Assignor for its purposes), other than the Loan Documents. Assignee will not, without the prior written consent of Assignor, disclose any confidential information with respect to Assignor furnished to it under this Agreement or otherwise, except as may be required to comply with any applicable law or the request of any regulatory body (including, but not limited to, any self-regulatory organization) having jurisdiction over Assignee or pursuant to legal process or otherwise as required in connection with litigation (and Assignee agrees that it will, to the extent reasonably practicable and if permitted by applicable law, give Assignor prior notice of such disclosure reasonably sufficient to permit Assignor to contest such disclosure).

Assignee. The Assignee (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this the Assignment and Assumption (and the annexes and exhibits attached thereto) and to consummate the transactions contemplated hereby and to become a Lender holder of Notes under the Credit Loan 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, (iiiB) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Loan Agreement and the other Loan Documents (to the extent included in the list attached as Exhibit B) as a Lender holder of Notes thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender holder of Notes thereunder, (ivC) 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, (D) it has received a copy of been accorded the Credit Agreement, together with copies of the most recent financial statements delivered pursuant opportunity to Section 5.03 thereof (or, prior to the first receive such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this the Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, and (E) it has made such analysis and decision has, independently and without reliance upon PFG and based on any agent or any other Lendersuch documents and information as it has deemed appropriate, made its own credit analysis and (v) if decision to enter into the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required and to be delivered by it pursuant to Section 2.20 of purchase the Credit Agreement, duly completed and executed by the AssigneeAssigned Interest; and (bii) agrees that (iA) it will, independently and without reliance on the Assignor, any 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 Credit AgreementLoan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lenderholder of Notes.

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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that 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 is (A) a Lender, (B) a parent company and/or an affiliate of [the][each] Assignor which is at least 50% owned by [the][each] Assignor or its parent company, (C) a fund that invests in bank loans and is managed by the same investment advisor as a Lender, by an affiliate of such investment advisor or by a Lender or (D) an Eligible Transferee under Section 11.04(b)(y) of the Credit Agreement; (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof 7.01(b) and (orc) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 [the][its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United States, it has attached to this Assignment and Assumption is any tax documentation required to be delivered requested by it the Borrower pursuant to the terms of Section 2.20 4.04(a)(vii) of the Credit Agreement, duly completed and executed by the Assigneeit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][each] Assignor, any agent 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 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 Credit Documents 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 Credit Agreement Documents are required to be performed by it as a Lender. [The][each] Assignee acknowledges and agrees that (a) no fiduciary or advisory relationship between [the][any] Assignee and [the][any] Assignor and/or the Administrative Agent is intended to be or has been created in respect of any of the transactions contemplated by this Assignment, (b) [the][each] Assignor and the Administrative Agent, on the one hand, and [the][each] Assignee, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor does [the][any] Assignee rely on, any fiduciary duty on the part of [the][any] Assignor and/or the Administrative Agent, (c) [the][each] Assignee is capable of evaluating and understanding, and [the][each] Assignee understands and accepts, the terms, risks and conditions of the transactions contemplated by this Assignment, (d) each of the Administrative Agent, [the][each] Assignor or any of their respective affiliates may have received fees or other compensation from Holdings or any of its affiliates in connection with the Credit Agreement which may or may not be publicly disclosed and such fees or compensation do not affect [the][each] Assignee’s independent credit decision to enter into the transactions contemplated by this Assignment, and (e) [the][each] Assignee waives, to the fullest extent permitted by law, any claims [it][they] may have against each of the Administrative Agent, [the][any] Assignor or any of their respective affiliates for breach of fiduciary duty or alleged breach of fiduciary duty, in each case relating to this Assignment, and agree that each of the Administrative Agent, [the][each] Assignor or any of their respective affiliates shall have no liability (whether direct or indirect) to [the][any] Assignee in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of [the][each] Assignee, including [the][each] Assignee’s stockholders, employees or creditors, in each case relating to this 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an Eligible Assignee under Section 8.07 of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 8.07 of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or4.01(e) or 5.01(h), prior to the first such deliveryas applicable, the financial statements referred to in Section 3.05 thereof), as applicable, and such other documents and information as it has deemed deems 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 Interest, (vi) it has made such analysis and decision has, independently and without reliance on any agent upon the Agent or any other LenderLender 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, and (vvi) if the Assignee it is organized under the laws of a jurisdiction outside the United Statesforeign lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAgent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not an Ineligible Institution and satisfies the all other 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is a NAIC Approved Bank, (ii) it is not a Defaulting Bank or a Disqualified Institution, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (iiiv) 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 LenderBank, (iiiv) from and after the Effective Date under the Assignment and AssumptionTransfer 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, (ivvi) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other LenderBank, and (vvii) if the Assignee it is organized a Bank that is not incorporated under the laws of a jurisdiction outside the United StatesStates of America or any state thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any 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 Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 5.01 thereof), 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 any agent the Administrative Agent or any other Lender, and (v) if it has examined the Assignee list of Disqualified Institutions and it is organized under the laws not (A) a Disqualified Institution or (B) an Affiliate of a jurisdiction outside Disqualified Institution [(other than, in the United Statescase of this Clause (B), a Bona Fide Debt Fund)]10 and (vi) if it is a Foreign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem deems 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 on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or 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 reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Buyer under the Credit Repurchase Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Repurchase Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBuyer, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Repurchase Agreement as a Lender Buyer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Buyer thereunder, (iv) it has received a copy of the Credit Repurchase Agreement, together with copies of the most recent financial statements referred to in Section 15.2(f) thereof or delivered pursuant to Section 5.03 thereof (or16.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Agent, the assignor or any other LenderBuyer, and (v) if the Assignee it is a Person that is organized under the laws Legal Requirements of a any jurisdiction outside other than the United StatesStates of America or any State thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Repurchase Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other LenderBuyer, 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 AgreementRepurchase Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required Annex 1-1 to be performed by it as a Lender.Ex E Bodman_16842095_7

Assignee. The Assignee (a) represents and warrants that (i) it is a NAIC Approved Bank, (ii) it is not a Defaulting Bank or a Disqualified Institution, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (iiiv) 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 LenderBank, (iiiv) from and after the Effective Date under the Assignment and AssumptionTransfer 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, (ivvi) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other LenderBank, and (vvii) if the Assignee it is organized a Bank that is not incorporated under the laws of a jurisdiction outside the United StatesStates of America or any state thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, any 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 Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Term Loan 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 under the Assignment and AssumptionDate, 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 has received a copy of the Credit Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orSections 3.04 or 5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit and Guaranty Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 11.04 of the Credit and Guaranty Agreement (subject to such consents, if any, specified in the Credit Agreement that are as may be required to be satisfied by it in order to acquire the Assigned Interest and become a Lenderthereunder), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit and Guaranty 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 and Guaranty Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed deems 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 Interest, (v) it has made such analysis and decision has, independently and without reliance on any agent upon the Administrative Agent or any other LenderLender 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 and (vvii) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit and Guaranty Agreement, duly completed and executed by the AssigneeAssignee and (viii) it is not a Defaulting Lender; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and the Guarantee and Collateral 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions each of the Credit Agreement and the Guarantee and Collateral 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 5.03 thereof (or5.01 thereto, prior to the first such deliveryas applicable, the financial statements referred to in Section 3.05 thereof), Guarantee and Collateral Agreement 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 any agent the Agents, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is (i) any documentation required to be delivered by it pursuant to Section 2.20 the terms of Sections 2.17 and 9.17 of the Credit Agreement and (ii) a "New Secured Party's Accession Agreement" in the form of Schedule 3 to the German Security Trust Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgents, 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a LenderLender and (iii) it will not book any Loan or hold any participation in any Letter of Credit, LC Disbursement or Swingline Loan at an Austrian branch or through an Austrian Affiliate and will comply with Section 9.20 of the Credit Agreement.

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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that 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 is (A) a Lender, (B) an Affiliate of a Lender or (C) an Eligible Transferee under Section 13.04(b) of the Credit Agreement; (iii) confirms that it is not a Disqualified Institution (the Administrative Agent may conclusively rely on such representation, without the duty to investigate); (iv) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or9.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 [the][its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (vvi) if the Assignee is organized under the laws of a jurisdiction outside the United States, it has attached to this Assignment and Assumption is any tax documentation (including the IRS Forms, any FATCA documentation, and, if applicable, a Section 5.04(b)(ii) Certificate) required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assigneeit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][each] Assignor, any agent 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 Credit Documents 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 Credit Agreement Documents are required to be performed by it as a Lender.. Table of Contents

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 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 subsection 10.6 of the Credit 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 under the Assignment and AssumptionDate, 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, (iv) it has received and/or had the opportunity to review a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orsubsection 6.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (bc) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Collateral Agent, [the] [each] 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender; and (d) appoints and authorizes the Administrative Agent and 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 or otherwise conferred upon the Administrative Agent, the Collateral Agent or the Syndication Agent, as the case may be, 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01(a) or 5.01(b) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has in its sole discretion 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Term Loan 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 under the Assignment and AssumptionDate, 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 has received a copy of the Credit Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orSections 3.04 or 5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender7, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has in its sole discretion 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws a Foreign Lender or a Lender which is not a resident of a jurisdiction outside the United StatesMexico, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 or 5.02 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the AssigneeAssignee and (vi) it does not bear a relationship to Parent or the Borrower described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and Assumption, 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 Lenderis an Eligible Assignee, (iii) from and after the Assignment Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), 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 any agent Agent, the Arranger or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesU.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that it is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and the Guarantee and Collateral 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions each of the Credit Agreement and the Guarantee and Collateral 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 5.03 thereof (or5.01 thereto, prior to the first such deliveryas applicable, the financial statements referred to in Section 3.05 thereof), Guarantee and Collateral Agreement 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 any agent the Agents, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is (A) any documentation required to be delivered by it pursuant to Section 2.20 the terms of Sections 2.17 and 9.17 of the Credit Agreement and (B) a “New Secured Party’s Accession Agreement” in the form of Schedule 3 to the German Security Trust Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgents, 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a LenderLender and (iii) it will not book any Loan or hold any participation in any Letter of Credit, LC Disbursement or Swingline Loan at an Austrian branch or through an Austrian Affiliate and will comply with Section 9.20 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 and Assumption and Assumption, 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.15(f) thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 8.06(b) of the Loan Agreement (subject to such consents, if any, specified in as may be required under Section 8.06(b) of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 Credit AgreementFacility Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01, prior to if any, of the first such delivery, the financial statements referred to in Section 3.05 thereof)Loan Agreement, and such other reports, documents and information as it has deemed appropriate to perform its own analysis and to make its own credit analysis and decision (credit, legal or otherwise) 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 any agent Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to perform its own analysis and to make its own credit decisions (credit, legal or otherwise) in taking or not taking action under the Credit AgreementFacility Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Facility Documents are required to be performed by it as a Lender. Without limiting the foregoing, Assignee acknowledges that it has conducted to its satisfaction, its own independent investigation of the condition, operations and business of Borrower and, in making its determination to proceed with the transactions contemplated by the Assignment and Assumption, Assignee has relied on the results of its own independent investigation. In connection therewith, Assignee is not relying on any documents provided to it by Assignor (including any document created or generated by Assignor for its purposes), other than the Facility Documents. Assignee will not, without the prior written consent of Assignor, disclose any confidential information with respect to Assignor furnished to it under this Agreement or otherwise, except as may be required to comply with any applicable law or the request of any regulatory body (including, but not limited to, any self-regulatory organization) having jurisdiction over Assignee or pursuant to legal process or otherwise as required in connection with litigation (and Assignee agrees that it will, to the extent reasonably practicable and if permitted by applicable law, give Assignor prior notice of such disclosure reasonably sufficient to permit Assignor to contest such disclosure).

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 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 LenderLender (including, for the avoidance of doubt, that it is not a Disqualified Institution), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws a Lender that is a U.S. Person, attached to this Assignment and Assumption is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and an executed original of State of Israel Ministry of Finance form A/114, (vi) if it is a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.15(f) thereof), duly completed and executed by the Assignee, and (vii) it does not bear a relationship to either Borrower as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 of the terms the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 Master Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and the Guarantee and Collateral 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions each of the Credit Agreement and the Guarantee and Collateral 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 5.03 thereof (or5.01 thereto, prior to the first such deliveryas applicable, the financial statements referred to in Section 3.05 thereof), Guarantee and Collateral Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Master 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Master Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of Section 2.20 9.17 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) (x) it is an Eligible Assignee and an “Institutional Lender” (as defined in the EDC Deed) with total assets in excess of $1,000,000,000 and capital/statutory surplus or shareholder’s equity of at least $500,000,000 and otherwise satisfies the requirements, if any, specified in the Credit Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender and (y) as a consequence of the assignment contemplated hereby, at the time of such assignment, Borrower will not be subjected to additional charges under either Section 3.08 or 3.09 of the Loan Agreement, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 Credit Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or4.14 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee; (b) acknowledges that this Assignment and Assumption, together with the Assignment and Assumption of the same date herewith between Assignor and Assignee in respect of the Project Loan, constitutes the one assignment permitted Assignor under Section 11.04(b)(ii)(F) of the Loan Agreement and the EDC Deed; and (bc) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor, any agent 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 Master Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and the Guarantee and Collateral 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of each of the Credit Agreement and the Guarantee and Collateral 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 5.03 thereof (or5.01 thereof, prior to the first such deliveryas applicable, the financial statements referred to in Section 3.05 thereof), Guarantee and Collateral Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Master Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Master Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 the terms of Sections 2.17 and 9.17 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent or any other Lender(v) if it is a Lender that is a U.S. Person, attached hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and (vi) if it is a Foreign Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 of the terms the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank 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 LenderBank, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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, any agent arranger or any other LenderBank and their respective Related Parties, and (v) if the Assignee it is organized a Bank that is not incorporated under the laws of a jurisdiction outside the United StatesStates of America or any state thereof, attached to (or delivered with) this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, any agent arranger, the Assignor or any other LenderBank 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 Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, [including, without limitation, that it can lend funds denominated in Alternative Currencies without additional cost to the Borrowers,]4 (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.1(a) and 5.1(b) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesNon-US Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. 4 To be added if required under Section 10.4(b)(i)(A) of the Credit Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it is an eligible assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 or delivered pursuant to Section 5.04 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 Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAgent, 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 the Agent to take such action on its behalf and to exercise such powers under the Credit AgreementAgreement as are delegated to the 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 Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Amended and Restated Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required meets all requirements to be satisfied by it in order to acquire an assignee under the Assigned Interest Amended and become a LenderRestated Credit Agreement, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Amended and Restated 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 Amended and Restated Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or7.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent or any other Lenderdecision, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the not a United StatesStates person, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Amended and Restated Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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 meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and (v) if it is a Foreign Person, attached to the Assignment and Assumption is any documentation required to be delivered by it (or by any Foreign Person that is a Participant) pursuant to the terms of the Credit Agreement, ▇▇▇▇ completed and executed by the Assignee; 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 AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender Buyer under the Credit Repurchase Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Repurchase Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBuyer, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Repurchase Agreement as a Lender Buyer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Buyer thereunder, (iv) it has received a copy of the Credit Repurchase Agreement, together with copies of the most recent financial statements referred to in Section 15.2(f) thereof or delivered pursuant to Section 5.03 thereof (or16.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Agent, the assignor or any other LenderBuyer, and (v) if the Assignee it is a Person that is organized under the laws Legal Requirements of a any jurisdiction outside other than the United StatesStates of America or any State thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Repurchase Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other LenderBuyer, 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 AgreementRepurchase Documents, and (ii) it will perform in accordance with their terms all of the Annex 1-1 to Ex E obligations which that by the terms of the Credit Agreement Repurchase Documents are required to be performed by it as a LenderBuyer.

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 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 meets all requirements of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date under the Assignment and Assumption, 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 referred to in Section 3.05(a) thereof or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent or any other Lender, and (viv) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee, including to the extent required pursuant to Section 2.20(e) of the Credit Agreement, two properly completed originals of IRS Forms W-8BEN, W-8ECI, W-8EXP, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate substantially in the form of Exhibit O to the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on upon the AssignorAdministrative Agent, any agent the Collateral 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 Credit Agreement, Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (c) appoints and authorizes 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 as are delegated to the Administrative Agent and the Collateral Agent, respectively, 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 and Assumption Acceptance 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 LenderLender thereunder, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 Interestprovided in this Assignment and Acceptance, shall have the rights and obligations of a Lender thereunderunder the Credit Agreement, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to 9.1 of the first such delivery, the financial statements referred to in Section 3.05 thereof)Credit Agreement, 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 Acceptance 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, any agent other Agent, or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; Lender and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent other 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a Lender, including, if it is a Non-U.S. Lender, its obligations pursuant to Section 5.4 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 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 meets all requirements to be an assignee under the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or7.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 decision, independently and without reliance on any agent upon the Administrative Agent or any other Lender, Lender and (v) if the Assignee it is organized under the laws of a jurisdiction outside the not a United StatesStates person, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or8.01(a) or Section 8.01(b) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and Assumption, 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 7.05 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 Sections 5.01(h) and 5.01(i) thereof), 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 any agent the Administrative Agent, the Assignor or any other Lender, and [and] (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Sections 4.08(i), (j), (k) and (l) thereof), duly completed and executed by the Assignee; , [and (vi) it is a Qualifying Lender]9 and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderLender or Agent, and based on such 9 Clause (vi) to be inserted only in connection with the assignment of Revolving Commitments and/or Revolving Loans. 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, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Bridge Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Bridge Loan 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 under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Bridge 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 and/or had the opportunity to review a copy of the Credit AgreementBridge Loan Agreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or8.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has in its sole discretion 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of not a jurisdiction outside the United StatesU.S. Person, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Bridge Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementBridge Loan Agreement and the Notes, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Bridge Loan 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 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, (iii) from and after the Effective Date under the specified 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 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 5.03 thereof (or, prior to the first such delivery, the financial statements [referred to in Section 3.05 4.1 thereof), ] [delivered pursuant to Sections 6.1 and 6.2 thereof as applicable,]5 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 any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including, without limitation, pursuant to Section 2.12(d) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not an Ineligible Institution or a Disqualified Institution (or an Affiliate of any of the foregoing) and otherwise 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the specified 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 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 5.03 thereof (or, prior to the first such delivery, the financial statements [referred to in Section 3.05 4.1 thereof)] [delivered pursuant to Sections 6.1 and 6.2 thereof, as applicable],6 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 any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including, without limitation, pursuant to Section 2.12(b) (with respect to Non U.S. Lenders) or Section 2.12(c) (with respect to U.S. Lenders) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 3.04 or delivered pursuant to Section 5.03 thereof (or5.01(a) or 5.01(b) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has in its sole discretion 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 any agent Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Recipient, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 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 any Agent, the Assignor, any agent 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement 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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and the Guarantee and Collateral 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of each of the Credit Agreement and the Guarantee and Collateral 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 5.03 thereof (or5.01 thereof, prior to the first such deliveryas applicable, the financial statements referred to in Section 3.05 thereof), Guarantee and Collateral Agreement 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 any agent the Agents, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is (A) any documentation required to be delivered by it pursuant to Section 2.20 the terms of Sections 2.16 and 9.17 of the Credit Agreement and (B) a “New Secured Party’s Accession Agreement” in the form of Schedule 3 to the German Security Trust Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgents, 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 Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a LenderLender and (iii) it will not book any Loan or hold any participation in any Letter of Credit, LC Disbursement or Swingline Loan at an Austrian branch or through an Austrian Affiliate and will comply with Section 9.20 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 and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Credit Receivables Purchase Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Receivables Purchase Agreement that are required to be satisfied by it in order to acquire the Assigned Interest Yield and become a LenderPurchaser, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Receivables Purchase Agreement as a Lender Purchaser thereunder and, to the extent of the Assigned InterestYield, shall have the obligations of a Lender Purchaser thereunder, (iv) it has received a copy of the Credit Receivables Purchase Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)statements, 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 Acceptance and to purchase the Assigned Interest Yield on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, Purchaser and (v) if it is not an existing Purchaser, shall deliver to the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed Administrative Agent all “know your customer” as requested by the Assignee; Administrative Agent and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderPurchaser, 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, Transaction Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Transaction Documents are required to be performed by it as a LenderPurchaser.

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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, ; (ii) confirms that it satisfies the requirements, if any, specified in is [a Lender][a Lender Affiliate of [the][each] Assignor][an Affiliated Lender under Section 2.15 of the Credit Agreement that are required to be satisfied by it in order to acquire Agreement][an Eligible Transferee under Section 12.04(b) of the Assigned Interest and become a Lender, Credit Agreement]; (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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, ; (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or8.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 [the][its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United States, it has attached to this Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assigneeit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][each] Assignor, any agent 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 the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will be bound by the provisions of the Credit Documents and perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a Lender.. Annex I to Exhibit I [[The] [Each] Assignee (A) represents and warrants that it is an Affiliated Person, (B) [represents and warrants][cannot represent and warrant] that as of the date hereof, it is not in possession of any Borrower Restricted Information that (x) has not been previously disclosed in writing to the Assignor[s] (other than because such Assignor[s] do[es] not wish to, or has elected not to, receive such Borrower Restricted Information) and (y) could not reasonably be expected to have a material effect upon, or otherwise be material to, such Assignor[’]s[’] decision to assign the Assigned Interest to an Affiliated Person[, (C) represents and warrants that on the Effective Date, after giving effect to the assignment contemplated hereby, the Affiliated Sponsor Lenders do not hold an aggregate principal amount of outstanding Term Loans that represents more than 25% of the aggregate principal amount of all outstanding Term Loans at such time,]28 [and (D) acknowledges and agrees that (i) each Affiliated Sponsor Lender’s voting rights as a Lender in respect of the Credit Documents are limited as, and to the extent, set forth herein (including in the definition of “Required Lenders” appearing in Section 1.01 of the Credit Agreement); provided that no amendment, modification, waiver or consent in respect of Sections 10.03 or 12.06 of the Credit Agreement, to the extent that such amendment, modification, waiver or consent disproportionately and adversely affects such Affiliated Sponsor Lender, shall be effective without the consent of such Affiliated Sponsor Lender (and no Affiliated Sponsor Lender shall be bound to any amendment or waiver that requires the consent of each Lender, or each affected Lender, pursuant to Section 12.12 of the Credit Agreement without its consent), (ii) each Affiliated Sponsor Lender waives its right in its capacity as a Lender to receive information (other than administrative information such as notifications under Section 2 of the Credit Agreement) not prepared by (or on behalf of) Holdings or the Borrower from the Administrative Agent, the Collateral Agent or any other Lender under or in connection with the Credit Documents otherwise delivered or required to be delivered to each Lender (and not delivered to Holdings or the Borrower) and attend any meeting or conference call with the Administrative Agent, the Collateral Agent or any Lender in respect of the Credit Documents but in which neither Holdings nor the Borrower participates and to receive advice of counsel to the Administrative Agent or the Lenders or challenge any related attorney client privilege, (iii) no Affiliated Sponsor Lender shall make or bring any claim, in its capacity as a Lender, against the Administrative Agent, the Collateral Agent or any Lender with respect to the duties and obligations of such Persons under the Credit Documents (except for gross negligence, bad faith or willful misconduct or failure to deliver distributions (including principal and interest) to an Affiliated Sponsor Lender in accordance with the terms of the Credit Documents or breach of provisions specifically impacting such Affiliated Sponsor Lender in its capacity as such under the Credit Documents) and (iv) no Affiliated Sponsor Lender shall have any right to vote the Term Loans held by such Affiliated Sponsor Lender in any bankruptcy or insolvency proceeding or any other proceeding of the nature described in Section 10.01(e) of the Credit Agreement]29.]30 28 Insert solely to the extent the Assignee is an Affiliated Sponsor Lender. 29 Insert solely to the extent the Assignee is an Affiliated Sponsor Lender. 30 Insert solely to the extent the Assignee is an Affiliated Person. Annex I to Exhibit I

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 and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the 364-Day Credit Agreement, (ii) it satisfies the requirements, if any, specified in the 364-Day Credit 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 under the Assignment and AssumptionDate, it shall be bound by the provisions of the 364-Day 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 364-Day Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or6.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 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 any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the 364-Day Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the 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 and Assumption and Assumption, 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, (iii) from and after the Effective Date under the Assignment and AssumptionDate, 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 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), 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 any agent the Administrative Agent or any other Lender, and (v) if it is a Lender that is a U.S. Person, attached hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and (vi) if it is a 10 Required in the Assignee is organized under the laws case of any assignment of all or any portion of a jurisdiction outside Revolving Commitment or any Lender’s obligation in respect of its LC Exposure under Section 9.04(b) of the United StatesCredit Agreement. Prepare a separate signature block for each Issuing Bank. Exhibit A Foreign Lender, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.18(f) thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, 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 Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.