Common use of Representations, Warranties and Covenants of Assignees Clause in Contracts

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 SECTION 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(fSECTION 1.9(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee the Agent and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f1.9(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is a duly authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Term Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an existing Term Lender, an Affiliate or an Approved Fund of an existing Term Lender, a Lender and (iii) it is not a Borrower or an Affiliate of a Borrower or a holder of Subordinated Indebtedness or an Affiliate of such a holder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either the Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (v) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signatory for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Agents Term Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Term Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Term Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agentsthe Term Agent, any L/C Issuer, any Term Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Term Lender, it may receive material non-public information and confidential information concerning the Credit Parties Borrowers and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 8.10 of the Credit Term Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Term Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 8.9 of the Credit Term Loan Agreement and (h) to the extent required pursuant to Section 10.2(f9.1(f) of the Credit Term Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C IssuerAgent, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [is][is not] a Non-Funding Lender, (iii) it [is][is not] an Impacted Lender, (iv) it [is][is not] an Affiliate or an Approved Fund of [ , a Lender and Lender][any Lender], (iiiv) it [is][is not] a Disqualified Institution, (vi) it [is][is not] a fund managed or administered by a Person on the Excluded Persons List or any Affiliate of such Person, (vii) it [is][is not] a Competitor, a Competitor Controller or an Affiliate of a Competitor or Competitor Controller, (viii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (ix) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information MNPI and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, [(g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement Agreement] and (h) to the extent required pursuant to Section 10.2(f10.1(g) of the Credit Agreement, attaches two completed originals of Forms W-8ECIthe documentation described therein, W-8BEN, W-8IMY or W-9 and, if as applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents [US/Canadian] Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents [US] [Canadian] Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents [US] [Canadian] Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents [US] [Canadian] Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f1.12(d) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of [ ], a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an Authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 pursuant to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 or other applicable forms and, if applicable, a portfolio interest exemption certificatecertificate and any other required attachments.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 SECTION 8.1(A) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(fSECTION 1.9(C) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is a duly authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, and (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iii) by executing, signing and delivering this Assignment via E-System, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (iv) it is an Affiliated Lender, (v) as of the date hereof, and after giving effect to this Assignment, the principal amount of all Term Loans held or participated in by all Affiliated Lenders does not exceed twenty-five percent (25%) of the aggregate principal amount of all Term Loans outstanding at such time and (vi) as of the date hereof, and after giving effect to this Assignment, the total number of Affiliated Lenders (other than Affiliated Debt Funds) does not exceed the lesser of (A) three (3) in the aggregate or (B) 49% or less of the total number of Lenders (rounded down) party to the Credit Agreement, provided that, notwithstanding the foregoing, there may be at least one Affiliated Lender, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, including a power of attorney in favor of Administrative Agent to vote the claims in respect of Term Loans held by Assignee in an Insolvency Proceeding as provided in Section 11.2(g)(iv) of the Credit Agreement, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.has

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(g) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Second Lien Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Second Lien Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Second Lien Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of __________, a Lender __________ Holder and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Transaction Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Transactions Documents, are required to be performed by it as a LenderHolder, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Transaction Document independently and without reliance upon Agents, any L/C Issuer, any Lender Agent or any other Indemnitee Holder and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a LenderHolder, it may receive material non-public information and confidential information concerning the Credit Note Parties and their Affiliates and their Capital Stock and agrees to use such information in accordance with Section 9.10 of the Credit Note Purchase Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.01 of the Credit Note Purchase Agreement and (h) to the extent required pursuant to Section 10.2(f2.08(e) of the Credit Note Purchase Agreement, attaches two completed originals of [Forms W-8ECIW- 8ECI, W-8BEN, W-8IMY or W-9 W-9] and, if applicable, a portfolio interest exemption certificate. 4 To be confirmed by Assignee.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of _______, a Lender and Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties Group Members and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the First Lien Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the First Lien Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the First Lien Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuerother Lender, any Lender other Indemnitee or any other Indemnitee holder of any Obligation of any Credit Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock securities and agrees to use such information in accordance with Section 9.10 11.8 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 9.1(b) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f1.15(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (il) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a Lender Eligible Assignee as required pursuant to the Credit Agreement and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Credit Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Credit Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Credit Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 10.17 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 10.6(d) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.20(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of _______, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, [(ii) it is [not] an Affiliate or an Approved Fund of , a the Lender and set forth above,]5 (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, and (iv) by executing, signing and delivering this Assignment, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(e) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, W-9. 5 Remove if not applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor Assignor, the Administrative Agent and the Agents Syndication Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of Affiliated Lender, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes (i) the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (ii) the Syndication Agent to take such action as syndication agent on its behalf and to exercise such powers under the Loans Documents as are delegate to the Syndication Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable address for notices (and as its lending offices in the case of a Debt Fund Affiliate, if applicable) the address (and addresses for noticesoffices, if applicable) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateand (i) the sale and assignment of the Assigned Interest satisfies the requirements of Section 11.2(g) of the Credit Agreement (either by satisfaction or wiaver of such requirements).

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of GE Capital, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by GE Capital, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents GE Capital to take such action as administrative agent on its behalf and to exercise such powers under the Loan Credit Documents as are delegated to the Agents GE Capital by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Credit Documents, are required to be performed by it as a Lenderan L/C Issuer, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Credit Document independently and without reliance upon AgentsGE Capital, any other L/C Issuer, any Lender Issuer or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lenderan L/C Issuer, it may receive material non-public information and confidential XXXXX*S, INC. ASSIGNMENT Table of Contents information concerning the Credit Parties Applicants and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 7.10 of the Letter of Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, hereof and (g) shall pay to the Agents an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f8.1(f) of the Letter of Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of the Lender set forth above, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, and (iv) by executing, signing and delivering this Assignment, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(e) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) it is not (A) one of the Persons named on the List of Identified Disqualified Financial Institutions described in Section 9.9(b)(A) of the Second Lien Credit Agreement (any such Person, an “Identified Person”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of an Identified Person (such Person, an “Identified Person Owner”), (C) a Person who is controlled by an Identified Person Owner (for purposes hereof, “control” being the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise), (D) a direct or indirect Subsidiary of an Identified Person, and (v) it is [not] a Sponsor Affiliated Person, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C IssuerAgent, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Second Lien Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent (unless such fee is required waived or reduced by Agent) pursuant to be paid under Section 9.9 of the Second Lien Credit Agreement and Agreement, (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Second Lien Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate, and (i) to the extent that it is a Sponsor Affiliated Person, agrees to all of the provisions set forth in Section 9.9(b)(B) of the Second Lien Credit Agreement and represents and warrants that the limitations set forth in Section 9.9(b)(B)(ii) are being complied with after giving effect to the assignment contemplated hereby.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Issuer that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an existing Purchaser or Affiliate of a Purchaser, or an Approved Fund any other Person (in which case the assignee meets the requirements of Section 16.3(c) of the Note Purchase Agreement), a Lender it being acknowledged by the parties hereto that the Issuer is entitled to rely on the representations and warranties set forth in this clause (ii) without any diligence in respect to the accuracy of such representations and warranties and any breach of such representations and warranties by the Assignee shall not give rise to any liability on the part of the Issuer, (iii) it is sophisticated with respect has experience and expertise in the purchasing of Notes or of Commitments such as the Notes or Commitments related to decisions the Assigned Interest, (iv) it will purchase the Notes, for its own account in the ordinary course of its business and without a view to acquire assets distribution of such Notes within the meaning of the type represented by the Assigned Interest assigned to it hereunder and either Assignee Securities Act or the Exchange Act or other federal securities laws, and (v) by executing, signing and delivering this Assignment, the Person exercising discretion in making signing, executing and delivering this Assignment on behalf of the decision Assignee is an authorized signer for such assignment the Assignee and is experienced in acquiring assets authorized to execute, sign and deliver this Assignment on behalf of such typethe Assignee, (b) appoints and authorizes the Agents to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Note Documents, are required to be performed by it as a Lender, Purchaser. (dc) ASSIGNMENT AND ASSUMPTION FOR NOTE PURCHASE AGREEMENT confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Note Document independently and without reliance upon Agents, any L/C the Issuer, any Lender Purchaser or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, . (ed) acknowledges and agrees that, as a LenderPurchaser, it may receive material non-public information and confidential information concerning the Credit Note Parties and their Affiliates and their Stock Equity Interests and agrees to use such information in accordance with Section 9.10 16.18 of the Credit Note Purchase Agreement, (fe) specifies as its applicable lending offices (and addresses for notices) the offices at notices the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (hf) to the extent required pursuant to Section 10.2(f3.10(a) of the Credit Note Purchase Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and(in each case, if applicabletogether with all appropriate forms, a portfolio interest exemption certificatecertificates and attachments).

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] not an Affiliate or an Approved Fund of any Lender] [an [Affiliate][Approved Fund of any Lender] of , a Lender and ________________, Lender], (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of Assignee is an authorized signer for Assignee and is authorized to execute, sign and deliver this Assignment (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECIW‑8ECI, W-8BENW‑8BEN, W-8IMY W‑8IMY or W-9 W‑9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of Affiliated Lender, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable address for notices (and as its lending offices in the case of a Debt Fund Affiliate, if applicable) the address (and addresses for noticesoffices, if applicable) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateand (i) the sale and assignment of the Assigned Interest satisfies the requirements of Section 11.2(g) of the Credit Agreement (either by satisfaction or waiver of such requirements).

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of _______, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C IssuerAgent, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 10.13 of the Credit Loan and Security Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 10.1 of the Credit Loan and Security Agreement and (h) to the extent required pursuant to Section 10.2(f2.4(i) of the Credit Loan and Security Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it meets all the requirements to be an assignee under Section 8(a) of the Loan Agreement, (iii) it is [not] not a direct competitor of any Credit Party or an Affiliate or an Approved Fund of , a Lender such direct competitor and (iiiiv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (v) by executing, signing and delivering this Assignment, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuerthe Agent, any Lender or any other Indemnitee Indemnified Person and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock capital stock and agrees to use such information in accordance with Section 9.10 the applicable confidentiality and use provisions of the Credit Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereofpage to this Assignment, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under in accordance with Section 9.9 8(a) of the Credit Loan Agreement and (h) to the extent required pursuant to Section 10.2(f8(b) of the Credit Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN-E, W-8IMY, W-9 or W-9 such other form prescribed by the IRS and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] not an Affiliate or an Approved Fund of any Lender] [an [Affiliate][Approved Fund of any Lender] of , a Lender and Lender], (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of Assignee is an authorized signer for Assignee and is authorized to execute, sign and deliver this Assignment (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of ___, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is a duly authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed ASSIGNMENT FOR AKORN, INC. CREDIT AGREEMENT appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of __________, a Lender __________ Holder and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Transaction Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Transactions Documents, are required to be performed by it as a LenderHolder, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Transaction Document independently and without reliance upon Agents, any L/C Issuer, any Lender Agent or any other Indemnitee Holder and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a LenderHolder, it may receive material non-public information and confidential information concerning the Credit Note Parties and their Affiliates and their Capital Stock and agrees to use such information in accordance with Section 9.10 of the Credit Note Purchase Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.01 of the Credit Note Purchase Agreement and (h) to the extent required pursuant to Section 10.2(f2.07(e) of the Credit Note Purchase Agreement, attaches two completed originals of [Forms W-8ECIW- 8ECI, W-8BEN, W-8IMY or W-9 W-9] and, if applicable, a portfolio interest exemption certificate. __________________________ 4 To be confirmed by Assignee.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] not an Affiliate or an Approved Fund of a Lender][an Affiliate or an Approved Fund of _______, a Lender Lender]8 and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate. 8 Delete as appropriate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BENW-8BEN or W-9. ASSIGNMENT FOR WESTWOOD ONE, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificateINC.’S CREDIT AGREEMENT

Representations, Warranties and Covenants of Assignees. [Each][The] Assignee [severally but not jointly] (a) represents and warrants to its corresponding Assignor and the Agents Applicable Administrative Agent that (i) it has full power and authority, and has taken all actions necessary necessary, for Assignee, such Assignee to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] meets all requirements of an Affiliate or an Approved Fund of , a Lender Eligible Assignee under the Credit Agreement and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agents and the Collateral Agent to take such action as an administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agents and/or the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document Assignment, (e) has, independently and without reliance upon Agents, any L/C Issuer, any Lender Agent or any other Indemnitee Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest and agrees that it will, independently and without reliance on any Agent and/or Lender, and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning continue to make its own credit decisions in taking or not taking action under the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit AgreementLoan Documents, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Applicable Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(h) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN-E or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.14(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee Assignee. (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agentsthe Administrative Agent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties Borrower and their its Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [is][is not] a Non-Funding Lender, (iii) it [is][is not] an Impacted Lender, (iv) it [is][is not] an Affiliate or an Approved Fund of [ , a Lender and Lender][any Lender], (iiiv) it [is][is not] a Disqualified Institution, (vi) it [is][is not] a fund managed or administered by a Person on the Excluded Persons List or any Affiliate of such Person, (vii) it [is][is not] a Competitor, a Competitor Controller or an Affiliate of a Competitor or Competitor Controller, (viii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (ix) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C IssuerAdministrative Agent, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information MNPI and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, [(g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement Agreement] and (h) to the extent required pursuant to Section 10.2(f10.1(g) of the Credit Agreement, attaches two completed originals of Forms W-8ECIthe documentation described therein, W-8BEN, W-8IMY or W-9 and, if as applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 13.22 of the Credit Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 13.2(c) of the Credit Loan Agreement and (h) to the extent required pursuant to Section 10.2(f2.13(f) of the Credit Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties Borrowers and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.11(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of _______, a Lender and Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.15 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment Administrative Agent a processing and recordation fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(b) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8EXP, W-8IMY, W-9 or W-9 and, if applicable, a portfolio interest exemption certificateany other applicable required document.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) [it is [not] an Affiliate or an Approved Fund of __________, a Lender Lender] and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of Assignor is an authorized signatory for Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 10.15 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment Administrative Agent a processing and recordation fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 10.2(b) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.14(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8EXP, W-8IMY, W-9 or W-9 and, if applicable, a portfolio interest exemption certificateany other applicable required document.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iii) by executing, signing and delivering this Assignment via E-System, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (iv) it is an Affiliated Lender, (v) as of the date hereof, and after giving effect to this Assignment, the principal amount of all Term Loans held or participated in by all Affiliated Lenders does not exceed twenty-five percent (25%) of the aggregate principal amount of all Term Loans outstanding at such time and (vi) as of the date hereof, and after giving effect to this Assignment, the total number of Affiliated Lenders (other than Affiliated Debt Funds) does not exceed the lesser of (A) three (3) in the aggregate or (B) 49% or less of the total number of Lenders (rounded down) party to the Credit Agreement, provided that, notwithstanding the foregoing, there may be at least one Affiliated Lender, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, including a power of attorney in favor of Administrative Agent to vote the claims in respect of Term Loans held by Assignee in an Insolvency Proceeding as provided in Section 11.2(g)(iv) of the Credit Agreement, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.2

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary necessary, for Assignee, such Assignee to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under ASSIGNMENT FOR ALERE INC. CREDIT AGREEMENT Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Term Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of [_______], a Lender and Term Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signatory for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Agents Term Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Term Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Term Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsTerm Agent, any L/C Issuer, any Term Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Term Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 8.10 of the Credit Term Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Term Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 8.9 of the Credit Term Loan Agreement and (h) to the extent required pursuant to Section 10.2(f9.1(f) of the Credit Term Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Subordinated Notes Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of the Noteholder set forth above, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Subordinated Notes Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Subordinated Notes Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Subordinated Notes Documents as are delegated to the Agents Subordinated Notes Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Subordinated Notes Documents, are required to be performed by it as a LenderNoteholder, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Subordinated Notes Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Credit Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a LenderNoteholder, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Subordinated Notes Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Subordinated Notes Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and Subordinated Notes Agreement, (h) to the extent required pursuant to Section 10.2(f2.13(f) of the Credit Subordinated Notes Agreement, attaches two completed originals of Forms W-8ECI, W-8BENW-8BEN or W-9; and (i) acknowledges and agrees in favor of the Administrative Agent and the Senior Creditors (as each such term is defined in the Subordination Agreement), W-8IMY or W-9 andthat the Subordinated Notes and the Obligations under the Subordinated Notes Document are subject to the Subordination Agreement, if applicableare subordinate in right of payment to the Senior Debt as defined in and on the terms set forth in the Subordination Agreement, a portfolio interest exemption certificateand agrees to be bound by the terms and conditions set forth therein.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of the Lender set forth above, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via E-System or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.deem

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) it is not (A) one of the Persons named on the List of Identified Disqualified Financial Institutions described in Section 9.9(b)(A) of the First-Lien Credit Agreement (any such Person, an “Identified Person”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of an Identified Person (such Person, an “Identified Person Owner”), (C) a Person who is controlled by an Identified Person Owner (for purposes hereof, “control” being the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise), (D) a direct or indirect Subsidiary of an Identified Person, and (v) it is [not] a Sponsor Affiliated Person, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.,

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed Exhibit 11.1(a) - 3 ASSIGNMENT FOR ENTRAVISION COMMUNICATIONS CORPORATION’S CREDIT AGREEMENT appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) attaches such duly completed and executed documents as it is required to the extent required pursuant to deliver in accordance with Section 10.2(f) 10.1 of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Term Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) [it is [not] an Affiliate or an Approved Fund of __________, a Lender Term Lender] and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering this Assignment on behalf of Assignor is an authorized signatory for Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Term Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Term Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Term Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsTerm Agent, any L/C Issuer, any Term Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Term Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 8.10 of the Credit Term Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Term Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 8.9 of the Credit Term Loan Agreement and (h) to the extent required pursuant to Section 10.2(f9.1(f) of the Credit Term Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of the Lender set forth above, a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.15(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY W-8BEN or W-9 and, if applicable, a portfolio interest exemption certificateW-9.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor Assignor, the Administrative Agent and the Agents Syndication Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it to the extent indicated above, is [not] an Affiliate or an Approved Fund of , a the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes (i) the Agents Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (ii) the Syndication Agent to take such action as syndication agent on its behalf and to exercise such powers under the Loans Documents as are delegated to the Syndication Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Loan Parties and their Affiliates and their Stock Securities and agrees to use such information in accordance with Section 9.10 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BENW-8BEN or W-9. ASSIGNMENT FOR WESTWOOD ONE, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificateINC.’S SECOND LIEN CREDIT AGREEMENT

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [notnot an Affiliate or an Approved Fund of a Lender] [an Affiliate or an Approved Fund of , a Lender Lender]6 and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via [ClearPar® or any other] electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C IssuerAgent, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Loan Agreement, (f) specifies as its applicable lending offices office (and addresses address(es) for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages page hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Loan Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to Assignor and the Agents Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an Affiliate or an Approved Fund of , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agents Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon AgentsAgent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth ASSIGNMENT FOR THERMON’S CREDIT AGREEMENT beneath its name on the signature pages hereof, (g) shall pay to the Agents Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate.