Common use of Assignees Clause in Contracts

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreement), (iv) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (vii) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender as such term is defined in the Term Loan AgreementEligible Assignee, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreement), (iv) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Credit Agreement and the other Loan AgreementDocuments, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, the Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, Interest and (viiivii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Credit Agreement and the other Loan AgreementDocuments, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, the Collateral Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (c) appoints and authorizes the Administrative Agent and 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 Collateral Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that 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, (e) specifies as its lending office (and address for notices) the office set forth beneath its name on the signature pages hereof and (f) represents and warrants that it is not a Disqualified Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.07(b) of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.07(b)(i) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own 1 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Third Amended and Restated Credit Agreement dated as of May 17, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party thereto, PFGC, INC., a Delaware corporation (“Holdings”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, and each lender from time to time party thereto. credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [Each] 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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender as such term is defined in the Term Loan Agreementassignee under Section 14.10(b)(iii), (iiiv) it meets and (vi) of the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to receipt of such consents, if any, as may be required under Section 12.9 14.10(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.16.2] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own individual credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] the Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] the Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] the Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Holder under the Term Loan Purchase Agreement, (ii) it is an Affiliated Lender as such term is defined in acquiring the Term Loan AgreementSecurities to be acquired by it for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Securities Act, (iii) it meets the requirements of is an Eligible Assignee accredited investor as defined in Regulation D promulgated under the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreement)Securities Act, (iv) it did not employ any broker or finder in connection with the transactions contemplated by the Purchase Agreement; (v) it understands that the Securities have not been registered under the Securities Act and are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and the Company has not undertaken to register the Securities under the Securities Act or any state or blue sky law, (vi) it further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Assignee) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts, (vii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Purchase Agreement as a Lender Holder thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender Holder thereunder, (vviii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiix) it has received a copy of the Term Loan Purchase Agreement, the Collateral Agency Agreement and the Intercreditor Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 4.10 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viix) it has, independently and without reliance upon the Administrative Collateral Agent or any other Lender Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (viiixi) if it is a foreign Holder, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Purchase Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Collateral Agent, [the] [any] Assignor or any other LenderHolder, 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 Note Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Note Documents are required to be performed by it as a LenderHolder.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 12.10(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 8.1]15 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of to be an Eligible Assignee under Section 10.6(b) of the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.6(b)(i) of the Term Loan Credit Agreement), (iviii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned 1 Insert only if the Assignor is an Affiliated Lender or an Affiliated Investment Fund. 2 Insert only if the Assignee is an Affiliated Lender or an Affiliated Investment Fund. Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, (viiivii) if it is a Non-U.S. Lender, attached to the Affiliated Lender Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the][such] Assignee, [and] [(viii) it is not [a][an] [Affiliated Lender][Affiliated Investment Fund][Permitted Auction Purchaser]3[(viii) it is [a][an] [Affiliated Lender][Affiliated Investment Fund][Permitted Auction Purchaser] and an Affiliate of [the] [such] AssigneeMS Holdco]4[Borrower]5, and (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the its purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by the Affiliated Lenders does Lender will not exceed 1525% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereofCredit Agreement]6; and [and] (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender [, including, without limitation, the restrictions and limitations set forth in Section 10.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender and (c) acknowledges and confirms that it has read and understands the restrictions and limitations set forth in Section 10.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender, including those set forth in Section 10.6(b)(iv)(A) with respect to its rights as a Lender while one or more Loan Parties is subject to a bankruptcy proceeding]7 [and (c) acknowledges that the Assignor is an Affiliate of the Borrower and that it has independently and, except as provided above, without reliance on the Assignor made its own analysis and determined to enter into this Assignment Agreement and to consummate the transactions contemplated hereby notwithstanding that the Assignor is an Affiliate of the Borrower]8.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Senior Facilities Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Clause 36.4 (Assignments or Transfers by Lenders) to 36.6 (Transfer Deed) of an Eligible Assignee under the Term Loan Senior Facilities Agreement (subject to such consents, if any, as may be required under Section 12.9 Clause 36.4 (Assignments or Transfers by Lenders) of the Term Loan Senior Facilities Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Senior Facilities Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Senior Facilities Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] Clause 23.2 (Financial information) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Facility Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) [if it is a Foreign Lender]21 attached _______________ 20 Describe Senior Facilities Agreement at option of Facility Agent. 21 The concept of “Foreign Lender” should be conformed to the Affiliated Lender section in the Senior Facilities Agreement governing withholding taxes and gross-up. If the Borrower is a U.S. Borrower, the bracketed language should be deleted. 59880271_10 to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Senior Facilities Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Facility Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Relevant Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Relevant Finance Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender Eligible Assignee as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreementsuch definition), (iviii) from and after the Effective DateDate specified for this Assignment and Assumption, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof9.1. or 9.2., as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 16 Describe Credit Agreement at option of Administrative Agent.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender Eligible Assignee as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 13.5.(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective DateDate specified for this Assignment and Assumption Agreement, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof9.1. or 9.2., as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 11.9(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.14.1] [Section 8.1] 6.1]1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Term Loan Receivables Purchase Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 12.06 of an Eligible Assignee under the Term Loan Receivables Purchase Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreementthereunder), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Receivables Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Receivables Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] Sections 7.01(c) and 7.02(b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender Purchaser and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Purchaser15 attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Receivabl 15 The concept of “Foreign Purchaser” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. If the Seller is a U.S. Seller, the bracketed language should be deleted. es Purchase Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] 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 Loan Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Transaction Documents are required to be performed by it as a LenderPurchaser.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [suchthe][such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viiivii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, [and] (viii) it is an Affiliated Lender (other than an Affiliated Institutional Lender), as each such term is defined in the Credit Agreement, [and (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving pro forma effect to the purchase purchase, assumption and assumption assignment of Term Loans pursuant to Section 9.04(b) of the Assigned InterestCredit Agreement, the aggregate principal amount of all Term Loans and Commitments held by all Affiliated Lenders does (other than Holdco, the Borrowers, Restricted Subsidiaries and Affiliated Institutional Lenders) at the time of the proposed assignment do not exceed 1525% of the aggregate principal amount of all Term Loans and Term Loan Commitments then outstanding under the Term Loan Agreement as of the date hereofCredit Agreement]1; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.. [Furthermore, [the] [each] Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interests or the Loan Parties at the time of or at any time after the transactions contemplated by this Affiliated Lender Assignment and Assumption are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Loan Parties, the Sponsors or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.9(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, [and] (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, [(viii) it is [Standard General LP] [an Affiliate of Standard General LP]; and (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interestassignment contemplated herein, the aggregate principal amount of all Term Loans held by Affiliated Lenders Standard General LP and its Affiliates does not exceed 1520% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; outstanding] and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Term Loan Reimbursement Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 7.09(a) and (b) of an Eligible Assignee under the Term Loan Reimbursement Agreement (subject to such consents, if any, as may be required under Section 12.9 7.09(a) of the Term Loan Reimbursement Agreement), , (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Reimbursement Agreement as a Lender Bank thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender Bank thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Reimbursement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01(h) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Reimbursement Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, Bank or [thethe][any] [any] Assignor or any other LenderAssignor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lenderan Assignee of the Bank.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 11.9(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.15.1] [Section 8.17.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.9(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.14.1] [Section 8.16.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][Each] 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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in satisfies the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Agreement (subject to such consentsrequirements, if any, as may specified in the Credit Agreement that are required to be required under Section 12.9 of the Term Loan Agreement)satisfied by it in order to acquire [the][such] Assigned Interest and become a Lender, (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Credit Agreement and the other Loan Agreement Documents as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiiv) it has received a copy of the Term Loan Credit Agreement and any Intercreditor Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (vii) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned InterestLender, (viiiv) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.17 of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ixvi) that it has no MNPI with regard to such purchase of the Borrower and its Subsidiaries that both (1) Assigned Interest has not been previously disclosed in writing to funded, directly or indirectly, with a drawing under the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof ABL Credit Agreement and (2vii) could reasonably be expected in the case of any assignment effected pursuant to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the Dutch Auction and/or an open market purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held conducted by an Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate no Default or Event of Default exists at the time, continue to make its own credit decisions in taking time of acceptance of bids for any Dutch Auction or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all confirmation of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lenderany open market purchase.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 11.11.1(f) of an Eligible Assignee under the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 11.11.1(c) of the Term Loan Agreement)) and shall comply with the requirements of Section 11.11.4 of the Loan Agreement, (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 6.1.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) attached to the Affiliated Lender Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Revolving Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.6 of an Eligible Assignee under the Term Loan Revolving Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreementthereunder), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Revolving Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Revolving Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.1(b) of the Revolving Credit Agreement or delivered pursuant to [Section 6.1] [Section 8.1] thereof, as applicable, 6.1 of the Revolving Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender attached to the Affiliated Lender Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms of the Term Loan Revolving Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Amended and Restated Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 11.6 of an Eligible Assignee under the Term Loan Amended and Restated Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 11.6(b) of the Term Loan Amended and Restated Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest Interest, [and either it, or the Person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, type,]1 (viiv) it has received a copy of the Term Loan Amended and Restated Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) [if it is a Non-U.S. Lender] attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Amended and Restated Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 1 Include bracketed language for all Affiliated Lender Assignment and Assumptions other than an assignment to a Borrower or its Subsidiaries.

Assignees. [The] [Each] 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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender as such term is defined in the Term Loan Agreementassignee under Section 9.10(b)(iii), (iiiv) it meets and (vi) of the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to receipt of such consents, if any, as may be required under Section 12.9 9.10(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.14.01(e)(i)] [Section 8.15.01] thereof, as applicable, and such other documents and information as it deems appropriate to make its own individual credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] the Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] the Assigned Interest, and (viiivii) if it is a Lender organized under the laws of a jurisdiction other than the United States of America, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] the Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreement), (iv) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof, as applicable, 7.04(b) thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiv) it has, independently and without reliance upon the Administrative Agent or any other Lender Credit Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] the Assignor or any other LenderCredit Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance 10.07-5 with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a LenderLender and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Term Loan Receivables Purchase Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 12.06 of an Eligible Assignee under the Term Loan Receivables Purchase Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreementthereunder), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Receivables Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Receivables Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections [Section 6.1] [Section 8.17.01(c) and 7.02(b)] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender Purchaser and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Purchaser16 attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Receivables Purchase Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that th 16 The concept of “Foreign Purchaser” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. If the Seller is a U.S. Seller, the bracketed language should be deleted. at (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] 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 Loan Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Transaction Documents are required to be performed by it as a LenderPurchaser.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.04(b) of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.04(b) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan AgreementCredit Agreement and the other Financing Documents to which the Assignor[s] [was][were] party, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof5.10 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (vi) [it has duly executed and delivered to the Administrative Agent an Administrative Questionnaire,]10 (vii) it has, 10 Note to Form: Delete if there is an assignment to a Lender pursuant to Section 10.04(b)(v) of the Credit Agreement. independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viii) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is organized (or any treaty to which such jurisdiction is a party), attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) [it will pay to the Administrative Agent, on or before the Effective Date, a processing and recordation fee in an amount of US $3,500.00,]11 (ii) it will, independently and without reliance upon on the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Financing Documents, and [(ii) )] [(iii)] it will perform in accordance with their terms all of the obligations which by the terms of the Loan Financing Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Amended and Restated Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 11.6 of an Eligible Assignee under the Term Loan Amended and Restated Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 11.6(b) of the Term Loan Amended and Restated Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Amended and Restated Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][any] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, [the][such] Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) [if it is a Non-U.S. Lender] attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Amended and Restated Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Bridge Loan Agreement, (ii) it is meets all the requirements to be an Affiliated Lender Eligible Assignee as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Bridge Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 12.5.(b) of the Term Bridge Loan Agreement), (iviii) from and after the Effective DateDate specified for this Assignment and Assumption, it shall be bound by the provisions of the Term Bridge Loan Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Bridge Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] . or 8.2. thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, [the] [any] Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Bridge Loan Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 16 Describe Bridge Loan Agreement at option of Administrative Agent.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Facility Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of to be an Eligible Assignee under Clause 29 (Changes to the Term Loan Lender) of the Facility Agreement (subject to such consents, if any, as may be required under Section 12.9 Clause 29 (Changes to the Lender) of the Term Loan Facility Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Facility Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [suchthe][such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Facility Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements Financial Statements delivered pursuant to [Section 6.1] [Section 8.1] thereof, as applicable, the Facility Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is not incorporated under the laws of the United States of America or a state thereof, attached to the Affiliated Lender this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Facility Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Finance Documents are required to be performed by it as a Lender, and (c) hereby appoints the Administrative Agent to act as its agent under and in connection with the Facility Agreement and the other Finance Documents and appoints the Security Agent to act as its agent in connection with the Facility Agreement and the other Finance Documents.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of to be an Eligible Assignee under as defined in the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 12.5.(b) of the Term Loan Agreement), (iviii) from and after the Effective DateDate specified for this Assignment and Assumption, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referenced in Section 6.1.(j) thereof or of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] . or 8.2. thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement (including, without limitation, Section 3.10.(g) of the Term Loan Agreement), duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][Each] 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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in satisfies the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Agreement (subject to such consentsrequirements, if any, as may specified in the Credit Agreement that are required to be required under Section 12.9 of the Term Loan Agreement)satisfied by it in order to acquire [the][such] Assigned Interest and become a Lender, (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Credit Agreement and the other Loan Agreement Documents as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiiv) it has received a copy of the Term Loan Credit Agreement and any Intercreditor Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (vii) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as Lender, (v) it has deemed appropriateexamined the list of Disqualified Institutions and it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution [(other than, made its own credit analysis in the case of this Clause (B), a Bona Fide Debt Fund)]16 and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viiivi) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms Section 2.17 of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the] [such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [suchthe][such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viiivii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, [and] (viii) it is an Affiliated Lender (other than an Affiliated Institutional Lender), as each such term is defined in the Credit Agreement, [and (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving pro forma effect to the purchase purchase, assumption and assumption assignment of Term Loans pursuant to Section 9.04(b) of the Assigned InterestCredit Agreement, the aggregate principal amount of all Term Loans and Commitments held by all Affiliated Lenders does (other than Holdco, the Borrowers, Restricted Subsidiaries and Affiliated Institutional Lenders) at the time of the proposed assignment do not exceed 1525% of the aggregate principal amount of all Term Loans and Term Loan Commitments then outstanding under the Term Loan Credit Agreement as of and (x) it is not using the date hereofproceeds from Revolving Commitments or Revolving Loans to effect any permitted assignments to it or purchase commitments or loans]1 ; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.. [Furthermore, [the] [each] Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interests or the Loan Parties at the time of or at any time after the transactions contemplated by this Affiliated Lender Assignment and Assumption are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Loan Parties, the Sponsors or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender as such term is defined in the Term Loan Agreementassignee under Section __(b)(iii), (iiiv) it meets and (vi) of the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 __(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] ___ thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender17, attached to the Affiliated Lender Assignment and Assumption is any documentation required to 15 Describe Credit Agreement at option of Administrative Agent. 16 The term “Credit Document” should be conformed to that used in the Credit Agreement. 17 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan AgreementCredit Agreement and an Additional Lender under and as defined in the Agreement Among Lenders, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of (A) an Eligible Assignee under the Term Loan Credit Agreement (subject to receipt of such consents, if any, consents as may be required under Section 12.9 of the Term Loan Credit Agreement), including, for the avoidance of doubt, that after giving effect to the assignment contemplated hereby, the Affiliated Lenders taken together as a whole will not hold (ivx) more than 20% of the outstanding principal amount of the First Out Term Loans or (y) more than 20% of the outstanding principal amount of the Last out Term Loans and (B) an Additional Lender under and as defined in the Agreement Among Lenders, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder and under the Agreement Among Lenders as an Additional Lender (as defined in the Agreement Among Lenders) thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of an Additional Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Agreement, Credit Agreement and the Agreement Among Lenders and has received or has 1 Insert only if an Assignor is an Affiliated Lender. been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof5.04 of the Credit Agreement, as applicable, and has received such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, [the][any] Assignor, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (viii) if it is not already a Lender under the Credit Agreement, attached to this Assignment Agreement is an Administrative Questionnaire in the form of Exhibit A to the Credit Agreement, [and ](ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent has received a processing and recordation fee of $3,500 as of the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect uponAssignment Effective Date[, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the its purchase and assumption acceptance of the Assigned Interest, the aggregate principal amount of all Term Loans held by the Affiliated Lenders does not exceed 1520% of the outstanding aggregate principal amount of all Term Loans Loans, and Term Loan Commitments outstanding under (xi) it has not received and shall not receive information provided solely to Lenders or the Term Loan Agreement as of Administrative Agent or their respective advisors by the date hereofAdministrative Agent or any Lender or their respective advisors and has not attended and will not attend or participate in meetings attended solely by Lenders and the Administrative Agent and their advisors]1; and (b) agrees that (i) it will, independently and without reliance upon the Administrative on any Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender[, including without limitation, the conditions and limitations set forth in Section 9.04(d) (including the limitation that the aggregate principal amount of all Loans held by the Affiliated Lenders may not exceed 20% of the outstanding aggregate principal amount of all Loans at any time) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender]2; [and ](c) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the Agreement Among Lenders as are delegated to the Administrative Agent and Collateral, respectively, by the terms therein, together with such powers as are reasonably incidental thereof[; and (d) acknowledges that [the][each] Assignor is an Affiliated Lender and that it has independently and, except as provided above, without reliance on [the][any] Assignor made its own analysis and determined to enter into this Assignment Agreement and to consummate the transactions contemplated hereby notwithstanding that the Assignor is an Affiliated Lender]3.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender as such term is defined in the Term Loan Agreementassignee under Section (b)(iii), (iiiv) it meets and (vi) of the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 (b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender17, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed 15 Describe Credit Agreement at option of Administrative Agent. 16 The term “Credit Document” should be conformed to that used in the Credit Agreement. 17 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) not a Disqualified Institution and it meets all the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, (vii) it is not a Defaulting Lender, (viii) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Acceptance an Administrative Questionnaire in the form provided by the Administrative Agent and (ix) attached to the Affiliated Lender Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms Section 2.15 of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.. ​ ​ ​ ​ ​

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.07(b) of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.07(b)(i) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed 22 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Fourth Amended and Restated Credit Agreement dated as of December 30, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party thereto, PFGC, INC., a Delaware corporation (“Holdings”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, and each lender from time to time party thereto. by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.04(b) of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.04(b) of the Term Loan Credit Agreement), (iviii) from and after the Effective DateDate referred to in this Assignment and Assumption, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [suchthe][such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof, as applicablethereto, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viiivii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, including any documentation required pursuant to Section 2.14 of the Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (viii) it has reviewed the list of Disqualified Institutions and it was not on [ ], 20[ ]1 (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution (other than, in the case of this clause (B), a bona fide debt fund) and (ix) it is not a Person that it has no MNPI with regard would render the Loans to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing be subject to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, Regulation T or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption U of the Assigned Interest, the aggregate principal amount Board of all Term Loans held by Affiliated Lenders does not exceed 15% Governors of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereofFederal Reserve System; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 1 Insert the trade date with respect to the Assigned Interest.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 12.9(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Term Loan Note Purchase Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of an Eligible Assignee under the Term Loan Note Purchase Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Note Purchase Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Note Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [suchthe][such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Note Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender Purchaser and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (viiivii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Note Purchase Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] 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 Loan Documents, Note Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Note Documents are required to be performed by it as a LenderPurchaser.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Holdco Term Lender under the Holdco Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 8.02(b) of an Eligible Assignee under the Holdco Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 8.02(b) of the Holdco Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Holdco Term Loan Credit Agreement, the Common Terms and Term Intercreditor Agreement and the other Holdco Term Financing Documents to which the Assignor[s] [was][were] party as a Holdco Term Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Holdco Term Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Holdco Term Loan Credit Agreement, the Common Terms and Term Intercreditor Agreement and the other Holdco Term Financing Documents to which the Assignor[s] [was][were] party, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof5.07 of the Common Terms and Term Intercreditor Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (vi) [it has duly executed and delivered to the Holdco Term Loan Administrative Agent an Administrative Questionnaire,]5 (vii) it has, independently and without reliance upon the Holdco Term Loan Administrative Agent or any other Holdco Term Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiiix) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Holdco Borrower is organized (or any treaty to which such jurisdiction is a party), attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Holdco Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) [it will pay to the Holdco Term Loan Administrative Agent, on or before the Effective Date, a processing and recordation fee in an amount of US $3,500.00,]6 (ii) it will, independently and without reliance upon on the Holdco Term Loan Administrative Agent, [the] [any] Assignor or any other Holdco Term 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 DocumentsHoldco Term Financing Documents or the Common Terms and Term Intercreditor Agreement, and [(ii) )] [(iii)] it will perform in accordance with their terms all of the obligations which by the terms of the Loan Holdco Term Financing Documents and the Common Terms and Term Intercreditor Agreement are required to be performed by it as a Holdco Term Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a New Super Senior Exit Term Lender under the New Super Senior Exit Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 8.02(b) of an Eligible Assignee under the New Super Senior Exit Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 8.02(b) of the New Super Senior Exit Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the New Super Senior Exit Term Loan Credit Agreement, the Common Terms and Term Intercreditor Agreement and the other Holdco Term Financing Documents to which the Assignor[s] [was][were] party as a New Super Senior Exit Term Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a New Super Senior Exit Term Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the New Super Senior Exit Term Loan Credit Agreement, the Common Terms and Term Intercreditor Agreement and the other Holdco Term Financing Documents to which the Assignor[s] [was][were] party, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof5.07 of the Common Terms and Term Intercreditor Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (vi) [it has duly executed and delivered to the Holdco Term Loan Administrative Agent an Administrative Questionnaire,]11 (vii) it has, independently and without reliance upon the Holdco Term Loan Administrative Agent or any other New Super Senior Exit Term Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiiix) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Holdco Borrower is organized (or any treaty to which such jurisdiction is a party), attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the New Super Senior Exit Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) [it will pay to the Holdco Term Loan Administrative Agent, on or before the Effective Date, a processing and recordation fee in an amount of US $3,500.00,]11 11 11 11 12 (ii) it will, independently and without reliance upon on the Holdco Term Loan Administrative Agent, [the] [any] Assignor or any other New Super Senior Exit Term 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 DocumentsHoldco Term Financing Documents or the Common Terms and Term Intercreditor Agreement, and [(ii) )] [(iii)] it will perform in accordance with their terms all of the obligations which by the terms of the Loan Holdco Term Financing Documents and the Common Terms and Term Intercreditor Agreement are required to be performed by it as a New Super Senior Exit Term Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of to be an Eligible Assignee under Section 10.6 of the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 10.6 of the Term Loan Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.6 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, (vii) if it is not already a Lender under the Loan Agreement, attached to this Assignment and Acceptance is an Administrative Questionnaire (in form acceptable to the Administrative Agent) including, among others, the notice information for such Assignee[s] required in Schedule II of the Loan Agreement, (viii) if required by the Loan Agreement, the Administrative Agent has received the administrative fee required under Section 10.6 of the Loan Agreement in connection herewith as of the Effective Date, (ix) if applicable, attached to the Affiliated Lender Assignment and Assumption Acceptance is a duly executed Non-Bank Certificate in the form of Exhibit H to the Loan Agreement, and (x) if it is not incorporated under the laws of the United States of America or a state thereof, attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.10(a) of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.10(a) of the Term Loan Credit Agreement), (iviii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof6.6 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, [and][(vii) it is, as of the date hereof, a Qualifying Lender](15), [and (viii) )] attached to the Affiliated Lender this Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(f) or 10.10(e) of the Credit Agreement), duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit (14) Describe Credit Agreement at option of Administrative Agent. (15) Clause (vii) to be deleted if, on the Assignment Effective Date, an Event of Default under Sections 7.1(a), 7.1(f) or 7.1(g) of the Credit Agreement has occurred. Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Credit Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Term Loan Receivables Purchase Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 12.06 of an Eligible Assignee under the Term Loan Receivables Purchase Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreementthereunder), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Receivables Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Receivables Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] Sections 7.01(c) and 7.02(b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender Purchaser and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Purchaser15 attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Receivables Purchase Agreement, duly completed 15 The concept of “Foreign Purchaser” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. If the Seller is a U.S. Seller, the bracketed language should be deleted. and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] 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 Loan Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Transaction Documents are required to be performed by it as a LenderPurchaser.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.2 of an Eligible Assignee under the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 10.2 of the Term Loan Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the [most recent financial statements delivered pursuant to [Section 6.16.1][the financial statements delivered pursuant to Section 4.1(g)] [Section 8.1] thereof, as applicableof the Credit Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is not incorporated under the laws of the United States of America or a state thereof, attached to the Affiliated Lender Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [TheThe][Each] [Each] Assignee Assignee. (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of to be an Eligible Assignee under Section 9.07 of the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 9.07(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interestinterest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01(i) thereof, as applicable, financial statements referred to in Section 4.01(e) thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.and

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 11.6 of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 11.6(b) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest Interest, [and either it, or the Person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, type,]4 (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) [if it is a Non-U.S. Lender] attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. [The] [Each] Assignee represents and warrants that it is an Affiliated Lender and [a Non-Debt Fund Affiliate] [the Borrower] 4 Include bracketed language for all Affiliated Lender Assignment and Assumptions other than an assignment to a Borrower or its Subsidiaries. [a Subsidiary of the Borrower]. By executing this Affiliated Lender Assignment and Assumption, the Assignee agrees to be bound by the terms of Section 11.6(g), 11.21(a) [and 11.21(b)]5 of the Credit Agreement, and represents and warrants that the purchase and assumption of the Assigned Interest satisfies the terms and conditions of Section 11.6(g), 11.21(a) [and 11.21(b)]6 of the Credit Agreement.

Assignees. [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 Affiliated Lender Borrower Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it is an Affiliated Lender [the Borrower][a Subsidiary of the Borrower] as such term is term[s] [is][are] defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreement), (iv) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (v) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (vii) it has received a copy of the Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Borrower Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Borrower Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viii) attached to the Affiliated Lender Borrower Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the] [such] Assignee, and (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereofLoans; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.9(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [thethe ] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, [and] (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, [(viii) it is [Standard General LP] [an Affiliate of Standard General LP]; and (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interestassignment contemplated herein, the aggregate principal amount of all Term Loans held by Affiliated Lenders Standard General LP and its Affiliates does not exceed 1520% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; outstanding] and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of to be an Eligible Assignee under Section 9.07 of the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 9.07(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 5.01(i) thereof, as applicable, financial statements referred to in Section 4.01(e) thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Holder under the Term Loan Purchase Agreement, (ii) it is an Affiliated Lender as such term is defined in acquiring the Term Loan AgreementSecurities to be acquired by it for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Securities Act, (iii) it meets the requirements of is an Eligible Assignee "accredited investor" as defined in Regulation D promulgated under the Term Loan Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreement)Securities Act, (iv) it did not employ any broker or finder in connection with the transactions contemplated by the Purchase Agreement; (v) it understands that the Securities have not been registered under the Securities Act and are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and the Company has not undertaken to register the Securities under the Securities Act or any state or blue sky law, (vi) it further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Assignee) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts, (vii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Purchase Agreement as a Lender Holder thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender Holder thereunder, (vviii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiix) it has received a copy of the Term Loan Purchase Agreement, the Collateral Agency Agreement and the Intercreditor Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 4.10 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viix) it has, independently and without reliance upon the Administrative Collateral Agent or any other Lender Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (viiixi) if it is a foreign Holder, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Purchase Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Collateral Agent, [the] [any] Assignor or any other LenderHolder, 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 Note Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Note Documents are required to be performed by it as a LenderHolder.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender Eligible Assignee as such term is defined in the Term Loan Agreement, (iii) it meets the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 12.5 (b) of the Term Loan Credit Agreement), (iviii) from and after the Effective DateDate specified for this Assignment and Acceptance, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 8.1 or 8.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Acceptance and to purchase [the] [suchthe][such] Assigned Interest, (viii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [thethe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, and (vii) if such Assignee is organized under the laws of a jurisdiction outside the United States of America, attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [anythe][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.06(b) of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.06(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (vii) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption is an Administrative Questionnaire, and (viii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit ________________________ 15 Describe Credit Agreement at option of Administrative Agent. Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 10.07(b) of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 10.07(b)(i) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] 1 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Second Amended and Restated Credit Agreement dated as of February 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party thereto, PFGC, INC., a Delaware corporation (“Holdings”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and each lender from time to time party thereto. [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be an assignee under Section 9.08 of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 9.08 of the Term Loan AgreementCredit Agreement or within the definition of “Eligible Assignee”), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [3.01(c) or Section 8.1] 5.06 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [suchthe][such] Assigned Interest, and (viiivii) if it is not incorporated under the laws of the United States of America or a state thereof, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of to be an Eligible Assignee under the Term Loan Credit Agreement (including, in the case of any assignment of any Designated Currency Tranche Revolving Credit Commitment that the Assignee is able to fund in Agreed Currencies as and when required under the Credit Agreement), subject to receipt of such consents, if any, as may be required under Section 12.9 13.11(a) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viiivii) attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement (including, without limitation, the documentation required to be delivered pursuant to Section 4.11(g) of the Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof Assignee and (2viii) could reasonably be expected to have it is not a material effect upon, Disqualified Institution or otherwise be material to, a Defaulting Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Assignees. [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 Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is meets all the requirements to be an Affiliated Lender as such term is defined in the Term Loan Agreementassignee under Section 11.9(b)(iii), (iiiv) it meets and (vi) of the requirements of an Eligible Assignee under the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 11.9(b)(iii) of the Term Loan Credit Agreement), (iviii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) 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] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1] 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent Agent, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase [the] [such] Assigned Interest, (viiivii) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof Assignee and (2viii) could reasonably be expected to have it is a material effect upon, or otherwise be material to, a Non-Public Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [any] the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.and

Assignees. [The] [EachThe][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 Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements of to be an Eligible Assignee under Section 11.6(b) of the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 12.9 of the Term Loan Agreementthereunder), (iviii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the] [the the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (viv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [such] the Assigned Interest, is experienced in acquiring assets of such type, (viiv) it has received a copy of the Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 6.1] [6.1 thereof (or, prior to the first delivery of such financial statements, the financial statements referred to in Section 8.1] thereof4.1 of the Credit Agreement), as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, (viivi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this 1 Insert only if the Assignor is an Affiliated Lender and the assignment is being made pursuant to Section 11.6(b)(iv) of the Credit Agreement. 2 Insert only if the Assignee is an Affiliated Lender. Assignment and Assumption Agreement and to purchase [the] [suchthe][such] Assigned Interest, (viiivii) attached to the Affiliated Lender Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement, duly completed and executed by [the] [suchthe][such] Assignee, (ixviii) that it has no MNPI with regard to the Borrower and its Subsidiaries that both is not a Defaulting Lender, [and] [(1xi) has it is not been previously disclosed in writing to the Administrative Agent and the Lenders [a][an] [Affiliated Lender][Permitted Auction Purchaser]3, [(other than because any given Lender does not wish to receive such MNPIxi) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and it is [a][an] [Affiliated Lender][Permitted Auction Purchaser]4 [and] [(x) after giving effect to the its purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does the Sponsor or any Non-Debt Fund Affiliate will not exceed 1525% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and Credit Agreement]5 [and] (b) agrees that (i) it will, independently and without reliance upon on the Administrative Agent, [the] [anythe][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender[, including, without limitation, the restrictions and limitations set forth in Section 11.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender and (c) acknowledges and confirms that it has read and understands the restrictions and limitations set forth in Section 11.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender, including those set forth in Section 11.6(b)(iv)(A) with respect to its rights as a Lender while one or more Loan Parties is subject to any proceeding under any Debtor Relief Law]6 [and (c) acknowledges that the Assignor is an Affiliate of the Initial Borrower and that it has independently and, except as provided above, without reliance on the Assignor made its own analysis and determined to enter into this Assignment and Assumption and to consummate the transactions contemplated hereby notwithstanding that the Assignor is an Affiliate of the Initial Borrower]7.