Common use of Assignor[s] Clause in Contracts

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor has independently, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.6 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.5 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, upon the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term LoansCommitment, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor has independently, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claimclaim created by [the] [such] Assignor, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderCredit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, the Parent, any of their Restricted respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Credit Document, or (iv) the performance or observance by the BorrowersBorrower, the Parent, any of their Restricted respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Credit Document. Section 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 12.12(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 12.12(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 5.4 thereof or delivered pursuant to Section 7.6 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other instrument or document furnished 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 Acceptance and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] Assignorother Lender, and [the][such] Assignor hereby waives based on such documents and releases, to the extent permitted by applicable Requirements of Law, any claims information as it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.shall deem appropriate at the

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.3 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges Lender and agrees that in connection with this Affiliated Lender Assignment based on such documents and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor as it has independently, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliatesdeemed appropriate, made its own credit analysis and determination decision to participate in such assignment notwithstanding enter into this Assignment and Assumption and to purchase [the][such] Assignor’s lack of knowledge Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the MNPICredit Agreement, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] Assignor, duly completed and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.executed by

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lender; hereby, and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowersany Loan Party, any of their Restricted respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowersany Loan Party, any of their Restricted respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction, hereto or thereto; [the][each] Assignor acknowledges and (c) agrees that if the Assignee sells and assigns all or a portion of the Assigned Interest to any Person, the Assignee may, in connection with this Affiliated Lender Assignment its sole discretion, disclose to any such Person that the Assignee acquired the Assigned Interest from the Assignor]1 [and Assumption(c) acknowledges that the Assignee is an Affiliate of the Borrower and that it has independently and, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor has independentlyexcept as provided below, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, Assignee made its own analysis and determination determined to participate in such assignment enter into this Assignment and Assumption and to consummate the transactions contemplated hereby notwithstanding [the][such] Assignor’s lack of knowledge that the Assignee is an Affiliate of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other LendersBorrower]2.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and (viv) it is not a Defaulting LenderLender [or Competitor]; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in with respect of to any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Assignee under Section 15.1 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges Lender and agrees that in connection with this Affiliated Lender Assignment based on such documents and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor as it has independently, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliatesdeemed appropriate, made its own credit analysis and determination decision to participate in such assignment notwithstanding enter into this Assignment and Acceptance and to purchase [the][such] Assignor’s lack Assigned Interest, and (vii) if it is a Lender organized under the laws of knowledge a jurisdiction other than the United States, attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the MNPICredit Agreement, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to duly completed and executed by [the][such] AssignorAssignee; and (b) agrees that (i) it will, independently and without reliance on Agent, [the][any] Assignor or any other Lender, and [the][such] Assignor hereby waives based on such documents and releasesinformation as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the extent permitted by applicable Requirements of LawLoan Documents, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4ii) MNPI may not it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be available to the Administrative Agent, the Arrangers or the other Lendersperformed by it as a Lender.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, claim and (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby hereby; [and (v) it is not a Defaulting Lender; and ](b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, the Agreement Among Lenders or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral Collateral thereunder, (iii) the financial condition of the Borrowersany Loan Party, any of their Restricted respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowersany Loan Party, any of their Restricted respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant hereto or thereto[; [and ](c) agrees that if [the][any] Assignee sells and assigns all or a portion of [the][their respective] Assigned Interest to the Credit Agreement. In connection with any Dutch AuctionPerson, [the][such] Assignee may, in its sole discretion, disclose to any such Person that [the][such] Assignee acquired [the][such] Assigned Interest from [the][such] Assignor]1[; and [(c)][(d)] acknowledges that [the][each] Assignor acknowledges Assignee is [an Affiliated Lender] and agrees that in connection with this Affiliated Lender Assignment and Assumptionit has independently and, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor has independentlyexcept as provided below, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, [the][each] Assignee made its own analysis and determination determined to participate in such assignment enter into this Assignment Agreement and to consummate the transactions contemplated hereby notwithstanding that [the][such] Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to Assignee is [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable an Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders]].

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1ii) it meets all the applicable Affiliated requirements to be an assignee under Sections 10.06(b)(iii), (v), (vi), (vii) and (viii) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender or its Affiliates may havethereunder and, and later may come into possession ofto the extent of [the][the relevant] Assigned Interest, material non-public information shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) type represented by [the][such] Assignor Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has independentlyreceived a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 5.05 thereof or delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, upon the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and determination decision to participate in such assignment notwithstanding enter into this Assignment and Assumption and to purchase [the][such] Assignor’s lack of knowledge Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the MNPICredit Agreement, duly completed and executed by [the][such] Assignee; and (3b) none of the applicable Affiliated Lendersagrees that (i) it will, the Investors, the Borrowers, any of their subsidiaries, independently and without reliance upon the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliates shall have any liability to [the][such] Assignorother Lender, and [the][such] Assignor hereby waives based on such documents and releasesinformation as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the extent permitted by applicable Requirements of LawLoan Documents, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4ii) MNPI may not it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be available to the Administrative Agent, the Arrangers or the other Lendersperformed by it as a Lender. 2.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument16, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersParent, the Borrower, any of their Restricted respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersParent, the Borrower, any of their Restricted respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges (ii) it meets all the requirements to be an Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under such definition), (iii) from and agrees that in connection with after the Effective Date specified for this Affiliated Lender Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (1iv) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information it is sophisticated with respect to decisions to acquire assets of the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”)type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (2v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 or 8.2, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assignor has independentlyAssigned Interest, (vi) it has, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, upon the Administrative Agent, the Arrangers Assignor or any of their respective Affiliatesother Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and determination decision to participate in such assignment notwithstanding enter into this Assignment and Assumption and to purchase [the][such] Assignor’s lack of knowledge Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the MNPICredit Agreement, duly completed and executed by [the][such] Assignee; and (3b) none of the applicable Affiliated Lendersagrees that (i) it will, the Investors, the Borrowers, any of their subsidiaries, independently and without reliance on the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliates shall have any liability to [the][such] Assignorother Lender, and [the][such] Assignor hereby waives based on such documents and releasesinformation as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the extent permitted by applicable Requirements Loan Documents, and (ii) it will 15 Describe Credit Agreement at option of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, . 16 The term “Loan Document” should be conformed to that used in the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other LendersCredit Agreement.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, claim and (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lenderhereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.4(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.4(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claimclaim created by [the][such] Assignor, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Credit Agreement or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document the Credit Agreement, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, [the][each] Assignor acknowledges and agrees that in connection with has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and AssumptionAssumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (1ii) it meets all the applicable Affiliated requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 8.07(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender or its Affiliates may havethereunder and, and later may come into possession ofto the extent of [the][the relevant] Assigned Interest, material non-public information shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”)type represented by the [relevant] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (2v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.01(d) thereof or delivered pursuant to Section 5.01(a) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assignor Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has independentlydeemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) it will not be a Defaulting Lender immediately after such assignment, (viii) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee and (ix) if it is an Affiliate of a Lender, either the Borrower consents or is deemed to have consented to such assignment or it will not fund any portion of any Advance with the plan assets of any “employee benefit plan” (as defined by Section 3(3) of ERISA) that is subject to Title I of ERISA, or any “plan” defined by and subject to Section 4975 of the Code if it would cause the Borrower to incur any prohibited transaction excise tax penalties under Section 4975 of the Code; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the Investorstime, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made continue to make its own analysis and determination to participate credit decisions in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of taking or not taking action under the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] AssignorCredit Agreement, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims (ii) it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of will perform in accordance with their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.terms all of

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.07(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Lender organized under the laws of a jurisdiction outside the United States, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the Investorstime, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents [or any collateral thereunder], (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. 1.2 Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 9.04 of the Loan Agreement (subject to such consents, if any, as may be required thereunder) , (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Loan Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lenderhereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderTransaction Documents, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Transaction Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Transaction Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Transaction Document. 1.2 Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.04 of the Credit Agreement, including that it is an Eligible Assignee (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01(cc) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) if it is a foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee, (viii) if it is not then currently a Lender under the Credit Agreement, the Assignee shall deliver to the Administrative Agent all documentation and other reasonable information reasonably determined by Administrative Agent to be required by applicable regulatory authorities under applicable “know your customer” and anti‐money laundering rules and regulations, including the Patriot Act, and (ix) it is not a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Transaction Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Transaction Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 13.7(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 13.7(b)(iii) or (v) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and determination to participate credit decisions in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of taking or not taking action under the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] AssignorLoan Documents, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims (ii) it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of will perform in accordance with their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.terms all

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents [or any collateral thereunder], (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the Investorstime, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, claim and (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lenderhereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Second Lien Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, Agreement (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Second Lien Credit Agreement, or any other collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted Subsidiaries or Affiliates Subsidiary, or any other Person obligated in respect of person or any Loan Document or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person person of any of their respective obligations under any Loan Document the Second Lien Credit Agreement or any other instrument or document furnished pursuant Loan Document Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Second Lien Credit Agreement, (ii) it is an Eligible Assignee, legally authorized to enter into this Assignment and Acceptance, (iii) from and after the Effective Date, it shall be bound by the provisions of the Second Lien Credit Agreement as a Lender thereunder and, to the Credit Agreement. In connection with any Dutch Auctionextent of the Assigned Interest, [the][each] Assignor acknowledges and agrees that in connection with this Affiliated shall have the obligations of a Lender Assignment and Assumptionthereunder, (1iv) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information it is sophisticated with respect to decisions to acquire assets of the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”)type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (2v) [the][such] Assignor it has independentlyreceived a copy of the Second Lien Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 3.05(a) thereof or delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, and (vii) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to Section 2.20(e) or 2.20(f) of the Second Lien Credit Agreement, as applicable, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Second Lien Credit Agreement are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the the] [the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. 1.2. Assignee[s]. [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements set forth in the definition of Eligible Assignee and in subsections 12.9(b)(v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 12.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, duly completed and executed by [the][eachthe] Assignor acknowledges [such] Assignee; and (b) agrees that in connection with this Affiliated Lender Assignment (i) it will, independently and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor has independently, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the] [any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and determination to participate credit decisions in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of taking or not taking action under the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] AssignorLoan Documents, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims (ii) it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of will perform in accordance with their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.terms all

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.3 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges Lender and agrees that in connection with this Affiliated Lender Assignment based on such documents and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor as it has independently, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliatesdeemed appropriate, made its own credit analysis and determination decision to participate in such assignment notwithstanding enter into this Assignment and Assumption and to purchase [the][such] Assignor’s lack of knowledge Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the MNPICredit Agreement, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to duly completed and executed by [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI Assignee; and (4b) MNPI may not be available agrees that (i) it will, [Different first page setting changed from off in original to the Administrative Agent, the Arrangers or the other Lenderson in modified.]. [Different first page link-to-previous setting changed from on in original to off in modified.]. 0000-0000-0000.1 0000-0000-0000.8

Assignor[s]. [The][Each] The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, claim and (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lenderhereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the First Lien Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, Agreement (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents First Lien Credit Agreement, or any other collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted Subsidiaries or Affiliates Subsidiary, or any other Person obligated in respect of person or any Loan Document or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person person of any of their respective obligations under any Loan Document the First Lien Credit Agreement or any other instrument or document furnished pursuant Loan Document Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the First Lien Credit Agreement, (ii) it is an Eligible Assignee, legally authorized to enter into this Assignment and Acceptance, (iii) from and after the Effective Date, it shall be bound by the provisions of the First Lien Credit Agreement as a Lender thereunder and, to the Credit Agreement. In connection with any Dutch Auctionextent of the Assigned Interest, [the][each] Assignor acknowledges and agrees that in connection with this Affiliated shall have the obligations of a Lender Assignment and Assumptionthereunder, (1iv) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information it is sophisticated with respect to decisions to acquire assets of the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”)type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (2v) [the][such] Assignor it has independentlyreceived a copy of the First Lien Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 3.05(a) thereof or delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, and (vii) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to Section 2.20(e) or 2.20(f) of the First Lien Credit Agreement, as applicable, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability First Lien Credit Agreement are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claimclaim created by [the] [such] Assignor, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption AssumptionAcceptance and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderCredit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, the Parent, any of their Restricted respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Credit Document, or (iv) the performance or observance by the BorrowersBorrower, the Parent, any of their Restricted respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Credit Document. Section 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and AssumptionAcceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 12.12(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 12.12(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 5.4 thereof or delivered pursuant to Section 7.6 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other instrument or document furnished 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 Acceptance and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and determination to participate in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.credit decisions in

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claimclaim created by [the] [such] Assignor, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderCredit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, the Parent, any of their Restricted respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Credit Document, or (iv) the performance or observance by the BorrowersBorrower, the Parent, any of their Restricted respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Credit Document. Section 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 12.12(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 12.12(a) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 5.4 thereof or delivered pursuant to Section 7.6 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, [the] [any] Assignor or any other instrument or document furnished 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 Acceptance and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges xxxx completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and determination to participate credit decisions in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers taking or any of their respective Affiliates shall have any liability to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.taking action

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claimclaim created by [the][such] Assignor, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Credit Agreement or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document the Credit Agreement, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, [the][each] Assignor acknowledges and agrees that in connection with has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and AssumptionAssumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (1ii) it meets all the applicable Affiliated requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 8.07(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender or its Affiliates may havethereunder and, and later may come into possession ofto the extent of [the][the relevant] Assigned Interest, material non-public information shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”)type represented by the [relevant] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (2v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 4.01(d) thereof or delivered pursuant to Section 5.01(a) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assignor Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has independentlydeemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) it will not be a Defaulting Lender immediately after such assignment, (viii) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee and (ix) if it is an Affiliate of a Lender, either the Borrower consents or is deemed to have consented to such assignment or it will not fund any portion of any Advance with the plan assets of any “employee benefit plan” (as defined by Section 3(3) of ERISA) that is subject to Title I of ERISA, or any “plan” defined by and subject to Section 4975 of the Code if it would cause the Borrower to incur any prohibited transaction excise tax penalties under Section 4975 of the Code; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the Investorstime, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made continue to make its own analysis and determination to participate credit decisions in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of taking or not taking action under the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] AssignorCredit Agreement, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements (ii) it will perform in accordance with their terms all of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.NYDOCS02/1188161

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lender; and hereby[ and] (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowersany Loan Party, any of their Restricted respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowersany Loan Party, any of their Restricted respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant to the Credit Agreement. In connection with any Dutch Auction, hereto or thereto; [the][each] Assignor acknowledges and (c) agrees that if the Assignee sells and assigns all or a portion of the Assigned Interest to any Person, the Assignee may, in connection with this Affiliated Lender Assignment its sole discretion, disclose to any such Person that the Assignee acquired the Assigned Interest from the Assignor]1 [and Assumption(c) acknowledges that the Assignee is an Affiliate of the Initial Borrower and that it has independently and, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) [the][such] Assignor has independentlyexcept as provided below, without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, Assignee made its own analysis and determination determined to participate in such assignment enter into this Assignment and Assumption and to consummate the transactions contemplated hereby notwithstanding [the][such] Assignor’s lack of knowledge that the Assignee is an Affiliate of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted by applicable Requirements of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other LendersInitial Borrower]2.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersCompany, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersCompany, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.6(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.6(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is organized under the laws of a jurisdiction outside of the United States, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding [the][such] Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to [the][such] Assignorother Lender, and [the][such] Assignor hereby waives based on such documents and releases, to the extent permitted by applicable Requirements of Law, any claims information as it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.shall deem

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, claim and (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lenderhereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 8.04 of the Loan Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Loan Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and hereby, [and] (viv) it is not a Defaulting LenderLender [and (v) it has delivered a customary Big Boy Letter to the Administrative Agent]16; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents [or any collateral thereunder], (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.04 of the Credit Agreement (subject to such consents, if any, as may be required thereunder)17, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 3.05 (or delivered pursuant to Section 5.04) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished 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 Acceptance and to purchase [the][such] Assigned Interest, [and] (vii) if it is not already a Lender under the Credit Agreement attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including any tax forms and information required to be delivered pursuant to Section 2.17 of the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) duly completed and executed by [the][such] Assignor has independentlyAssignee [and (viii) the Assignee represents and warrants that it is (or will be, following the consummation of this Assignment and Acceptance) an Affiliate Lender and, immediately after giving effect to this Assignment and Acceptance, the Affiliate Lenders in the aggregate will not own Term Loans with an aggregate principal amount in excess of 25% of the aggregate principal amount of all Term Loans then outstanding.]18; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination (ii) it will perform in accordance 16 Insert if Assignee is an Affiliate Lender. 17 [By confirming that it meets all the requirements to participate in such assignment notwithstanding [the][such] Assignor’s lack of knowledge be an assignee under the Successors and Assigns provision of the MNPICredit Agreement, the assignee is also confirming that it is not a Disqualified Institution (3see section (f) none of the applicable Affiliated Lenders, Successors and Assigns provision).] 18 Insert if Assignee is an Affiliate Lender. with their terms all of the Investors, obligations which by the Borrowers, any terms of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, claim and (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (v) it is not a Defaulting Lenderhereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Loan Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents [or any collateral thereunder], (iii) the financial condition of the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersBorrower, any of their Restricted its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document Document. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 10.04 of the Loan Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other instrument or document furnished Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the Credit terms of the Loan Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges duly completed and agrees that in connection with this Affiliated Lender Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information with respect to the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”), (2) executed by [the][such] Assignor has independentlyAssignee; and (b) agrees that (i) it will, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliatesother Lender, made and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis credit decisions in taking or not taking action under the Loan Documents, and determination to participate (ii) it will perform in such assignment notwithstanding [the][such] Assignor’s lack of knowledge accordance with their terms all of the MNPI, (3) none obligations which by the terms of the applicable Affiliated Lenders, the Investors, the Borrowers, any of their subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability Loan Documents are required to [the][such] Assignor, and [the][such] Assignor hereby waives and releases, to the extent permitted be performed by applicable Requirements of Law, any claims it may have against the applicable Affiliated as a Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment in respect of Term Loans, and the outstanding balances of its Term Loans, in each case, without giving effect to assignments thereof which have not become effective, are as set forth herein, (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and (viv) it is not [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunderDocument16, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersParent, the Borrower, any of their Restricted respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document Document, or (iv) the performance or observance by the BorrowersParent, the Borrower, any of their Restricted respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant Document. 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement. In connection with any Dutch Auction, [the][each] Assignor acknowledges (ii) it meets all the requirements to be an Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under such definition), (iii) from and agrees that in connection with after the Effective Date specified for this Affiliated Lender Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (1iv) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, material non-public information it is sophisticated with respect to decisions to acquire assets of the Borrowers and/or any subsidiary thereof and/or their respective Securities (“MNPI”)type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (2v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 or 8.2, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assignor has independentlyAssigned Interest, (vi) it has, independently and without reliance on the applicable Affiliated Lender, the Investors, the Borrower, any of its subsidiaries, upon the Administrative Agent, the Arrangers Assignor or any of their respective Affiliatesother Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and determination decision to participate in such assignment notwithstanding enter into this Assignment and Assumption and to purchase [the][such] Assignor’s lack of knowledge Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the MNPICredit Agreement, duly completed and executed by [the][such] Assignee; and (3b) none of the applicable Affiliated Lendersagrees that (i) it will, the Investors, the Borrowers, any of their subsidiaries, independently and without reliance on the Administrative Agent, the Arrangers [the][any] Assignor or any of their respective Affiliates shall have any liability to [the][such] Assignorother Lender, and [the][such] Assignor hereby waives based on such documents and releasesinformation as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the extent permitted by applicable Requirements Loan Documents, and (ii) it will perform 15 Describe Credit Agreement at option of Law, any claims it may have against the applicable Affiliated Lender, the Investors, each Borrower, each of their subsidiaries, the Administrative Agent, . 16 The term “Loan Document” should be conformed to that used in the Arrangers and their respective Affiliates, under applicable Requirements of Law or otherwise, with respect to the nondisclosure of MNPI and (4) MNPI may not be available to the Administrative Agent, the Arrangers or the other LendersCredit Agreement.