Common use of LENDER INSTITUTIONS Clause in Contracts

LENDER INSTITUTIONS. If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. Pursuant to the language contained in the tax section of the Term Loan Agreement, the applicable tax form(s) for your institution must be completed and returned on or before your institution becomes a party to the Term Loan Agreement, and at such times as are reasonably requested by Borrower or the Administrative Agent. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT B [Form of] ASSIGNMENT AND ACCEPTANCE This Lender Assignment and Acceptance (the “Assignment Agreement”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement (as defined below), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Term Loan Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Term Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

LENDER INSTITUTIONS. If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. Pursuant to the language contained in the tax section of the Term Loan Credit Agreement, the applicable tax form(s) form for your institution must be completed and returned on or before your institution becomes a party prior to the Term Loan Agreement, and at such times as are reasonably requested by Borrower or the Administrative Agentfirst payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT B [Form ofFORM OF] ASSIGNMENT AND ACCEPTANCE ASSUMPTION This Lender Assignment and Acceptance Assumption (the “Assignment Agreementand Assumption”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement identified below (as defined belowamended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement and Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Term Loan Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities identified below (including without limitation any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Term Loan Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such Such sale and assignment is without recourse to 1 For bracketed language here and elsewhere the Assignor and, except as expressly provided in this form relating to Assignment and Assumption, without representation or warranty by the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

LENDER INSTITUTIONS. If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. Pursuant to the language contained in the tax section of the Term Loan Credit Agreement, the applicable tax form(s) form for your institution must be completed and returned on or before your institution becomes a party prior to the Term Loan Agreement, and at such times as are reasonably requested by Borrower or the Administrative Agentfirst payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT B [Form of] ASSIGNMENT AND ACCEPTANCE ASSUMPTION This Lender Assignment and Acceptance Assumption (the “Assignment Agreementand Assumption”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement (as defined below), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement and Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Term Loan Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities identified below (including without limitation participations in any guarantees Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Personperson, whether known or unknown, arising under or in connection with the Term Loan Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to 1 For bracketed language here and elsewhere the Assignor and, except as expressly provided in this form relating to Assignment and Assumption, without representation or warranty by the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

LENDER INSTITUTIONS. If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. Pursuant to the language contained in the tax section of the Term Loan Credit Agreement, the applicable tax form(s) form for your institution must be completed and returned on or before prior to the date on which your institution becomes a party to the Term Loan lender under this Credit Agreement, and at such times as are reasonably requested by Borrower or the Administrative Agent. Failure to provide the proper tax form when requested may will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link: CREDIT AGREEMENT EXHIBIT B [Form of] FORM OF ASSIGNMENT AND ACCEPTANCE ASSUMPTION This Lender Assignment and Acceptance Assumption (the this “Assignment Agreementand Assumption”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 Assignees] hereunder are several and not joint.]4 joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement identified below (as defined belowamended, modified, extended, restated, replaced or supplemented from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Term Loan Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Term Credit Agreement and any other Loan Agreement Documents (and any other documents or instruments delivered pursuant thereto thereto) in the amount[s] and equal to the extent related to the amount and percentage interest interest[s] identified below of all of such the outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including including, without limitation any guarantees limitation, the Letters of Credit and the Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable lawLaw, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Term Loan Credit Agreement, any other Loan Documents (and any other documents or instruments delivered pursuant thereto thereto) or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to 1 For bracketed language here and elsewhere [the][any] Assignor and, except as expressly provided in this form relating to the Assignor(s)Assignment and Assumption, if the assignment is from a single without representation or warranty by [the][any] Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

LENDER INSTITUTIONS. If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. Pursuant to the language contained in the tax section of the Term Loan Credit Agreement, the applicable tax form(s) form for your institution must be completed and returned on or before your institution becomes a party prior to the Term Loan Agreement, and at such times as are reasonably requested by Borrower or the Administrative Agentfirst payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT B [Form of] to the Amended and Restated Revolving Loan Credit Agreement FORM OF ASSIGNMENT AND ACCEPTANCE This Lender Assignment and Acceptance (the “Assignment Agreementand Acceptance”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 the Assignor identified in item 1 below ([the][each, an] “Assignor”as defined below) and [the][each]2 the Assignee identified in item 2 below ([the][each, an] “Assignee”as defined below). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement (as defined identified below), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Term Loan Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities Commitments or Loans identified below (including without limitation the Revolving Loans, any guarantees included in such facilitiesLetters of Credit, any Floorplan Loan Exposure and Swingline Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Personperson, whether known or unknown, arising under or in connection with the Term Loan Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] the Assignor to [the][any] the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] the “Assigned Interest”). Each such sale and assignment is without recourse to 1 For bracketed language here and elsewhere the Assignor and, except as expressly provided in this form relating to Assignment and Acceptance, without representation or warranty by the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

LENDER INSTITUTIONS. If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. Pursuant to the language contained in the tax section of the Term Loan Credit Agreement, the applicable tax form(s) form for your institution must be completed and returned on or before your institution becomes a party prior to the Term Loan Agreement, and at such times as are reasonably requested by Borrower or the Administrative Agentfirst payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT B [Form of] ASSIGNMENT AND ACCEPTANCE This Lender of Assignment and Acceptance Assumption This Assignment and Assumption (the “Assignment Agreementand Assumption”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement (as defined below), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement and Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Term Loan Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities identified below (including without limitation participations in any guarantees Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Personperson, whether known or unknown, arising under or in connection with the Term Loan Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to 1 For bracketed language here and elsewhere the Assignor and, except as expressly provided in this form relating to Assignment and Assumption, without representation or warranty by the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

LENDER INSTITUTIONS. If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. Pursuant to the language contained in the tax section of the Term Loan Credit Agreement, the applicable tax form(s) form for your institution must be completed and returned on or before your institution becomes a party prior to the Term Loan Agreement, and at such times as are reasonably requested by Borrower or the Administrative Agentfirst payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT B [Form of] ASSIGNMENT AND ACCEPTANCE ASSUMPTION This Lender Assignment and Acceptance Assumption (the “Assignment Agreementand Assumption”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Revolving Credit Agreement (as defined below), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement and Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Revolving Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Term Loan Revolving Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities identified below (including including, without limitation limitation, guarantees and participations in any guarantees Letters of Credit included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Personperson, whether known or unknown, arising under or in connection with the Term Loan Revolving Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to 1 For bracketed language here and elsewhere the Assignor and, except as expressly provided in this form relating to Assignment and Assumption, without representation or warranty by the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

LENDER INSTITUTIONS. If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. Pursuant to the language contained in the tax section of the Term Loan Credit Agreement, the applicable tax form(s) form for your institution must be completed and returned on or before prior to the date on which your institution becomes a party to Lender under the Term Loan Credit Agreement, and at such times as are reasonably requested by Borrower or the Administrative Agent. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding. EXHIBIT B [Form of] ASSIGNMENT AND ACCEPTANCE ASSUMPTION This Lender Assignment and Acceptance Assumption (the “Assignment Agreementand Assumption”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below Insert name of Assignor] ([the][each, an] the “Assignor”) and [the][each]2 Assignee identified in item 2 below Insert name of Assignee] ([the][each, an] the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement (as defined below), receipt of a copy of which is hereby acknowledged by [the][each] the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment Agreement and Assumption as if set forth herein in full. For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees]Assignee, and [the][each] the Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors]Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below below, (i) all of [the Assignor’s][the respective Assignors’] Assignor’s rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] Lender under the Term Loan Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] Assignor under the respective facilities identified below (including without limitation participations in any guarantees Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] Lender) against any Person, whether known or unknown, arising under or in connection with the Term Loan Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] as, the “Assigned Interest”). Each such Such sale and assignment is without recourse to 1 For bracketed language here and elsewhere the Assignor and, except as expressly provided in this form relating to Assignment and Assumption, without representation or warranty by the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.