Common use of Assignee Clause in Contracts

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, any agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Lender Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements under the Credit Agreement that are with respect to the transactions contemplated hereby (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) subject to acceptance and recording hereof pursuant to Section 10.10 of the Credit Agreement, from and after the Effective Date under the Assignment and AssumptionDate, it shall be party to the Credit Agreement and to the other Loan Documents and be bound by the provisions of the Credit Agreement as a Lender thereunder and to the other Loan Documents and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof Sections 7.1.1(a) and (orb) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Lender Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement and under applicable law, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it 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 and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.1(a) and 5.1(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.4(a) thereof), as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Arrangers, the Assignor or any other Lender, Lender or any of their respective Related Parties and (vvi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Arrangers, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit AgreementAgreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and satisfies the other requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01(g) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, Lender and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Buyer under the Credit Repurchase Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Repurchase Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBuyer, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Repurchase Agreement as a Lender Buyer thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Buyer thereunder, (iv) it has received a copy of the Credit Repurchase Agreement, together with copies of the most recent financial statements referred to in Section 15.2(f) thereof or delivered pursuant to Section 5.03 thereof (or16.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the assignor or any other LenderBuyer, and (v) if the Assignee it is a Person that is organized under the laws Legal Requirements of a any jurisdiction outside other than the United StatesStates of America or any State thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Repurchase Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBuyer, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementRepurchase Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Repurchase Documents are required to be performed by it as a LenderBuyer.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or8.3(a) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, and (viv) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 13.8(e) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies none of the requirements, if any, specified in consideration used to make the Credit Agreement that are required to be satisfied by it in order to acquire purchase of the Assigned Interest under this Assignment and become a LenderAssumption constitutes “plan assets” as defined under ERISA, and the rights and interests of the Assignee in and under the Loan Documents will not be “plan assets” under ERISA, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 6.9 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest Interest, on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesNon-U.S. Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and (v) if it is a Foreign Person, attached to the Assignment and Assumption is any documentation required to be delivered by it (or by any Foreign Person that is a Participant) pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof 6.1(i) and (orii) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender or any of their respective Related Parties and (iv) if it is a non-U.S. Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or§§7.4 and 8.4 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any agent other Agent or any other LenderBank, and (vvi) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent other Agent, the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a LenderBank, and (iii) any information obtained by it in connection with the Loan Documents shall be held and treated in accordance with the terms of the Credit Agreement; and (c) appoints and authorizes the Administrative Agent [and any other applicable Agent] to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent [and any other applicable Agent] by the terms thereof, together with such powers as are reasonably incidental thereto.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBank, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.1 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 4.4 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other LenderBank, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesBank that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Bank, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.15 thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or7.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, and (v) if it is a not a United States person under Section 7701(a)(30) of the Assignee is organized under the laws of a jurisdiction outside the United StatesCode, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements of to be an assignee under §17.2(c), if any, specified in (e) and (f) of the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or§§5.4 and 6.4 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on any agent the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, and (vvii) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirements, if any, specified in under the Credit Agreement that are including Section 9.04(b) thereof (subject to such consents, if any, as may be required to be satisfied by it in order to acquire the Assigned Interest and become a Lenderunder such Section 9.04(b)), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent, any agent arranger or any other LenderLender and their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest and (vvii) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesNon-U.S. Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent arranger, the Assignor or any other LenderLender and their Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof 5.01(a) and (orb) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the FILO Agent, any agent Arranger, the Assignor or any other LenderLender or any of their respective Related Parties, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, the FILO Agent, any agent Arranger, any Syndication Agent, any Documentation Agent, the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 9.04(a) of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 9.04(a) of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has (x) received a copy of the Credit Agreement, together with Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to 6.01 of the first such delivery, the financial statements referred to in Section 3.05 thereof)Credit Agreement, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (vy) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee, and (v) it is not a Borrower or an Affiliate or Subsidiary of a Borrower; and (b) agrees that (i) it will, independently and without reliance on upon the Assignor, any agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender (including that it be an Eligible Assignee and that it otherwise satisfy the requirements set forth in Section 10.04 of the Credit Agreement), (iii) it is capable of extending credit in all Alternative Currencies provided for under the Credit Agreement, (iv) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 6.01 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent Administrative Agent or any other Lender, Lender and (vvi) if the Assignee it is organized under the laws of a jurisdiction outside the United Statesforeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including, without limitation, Section 10.20), duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Reimbursement Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Reimbursement Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Reimbursement Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Reimbursement Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Reimbursement Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04(a) or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under the Credit AgreementAgreement as are delegated to the Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.08 or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit AgreementAgreement as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and satisfies the other requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, Lender and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the 5-Year Credit Agreement, (ii) it satisfies the requirements, if any, specified in the 5-Year Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the 5-Year Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the 5-Year Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or6.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the 5-Year Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Amended and Restated Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Amended and Restated Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Amended and Restated Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption is IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Amended and Restated Credit Agreement, duly completed and executed by the Assignee, and (vii) it does not bear a relationship to the Borrower or Holdings as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a [Class A][Class B] Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 10.8 of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.8 of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a [Class A][Class B] Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a [Class A][Class B] Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orthe Credit Agreement, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on any agent upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementTransaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Transaction Documents are required to be performed by it as a Lender.. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. [The Assignee further represents, warrants and covenants that:

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Credit Documents will not be “plan assets” under ERISA, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or7.6 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other LenderBank, and (vvi) if it is not a United States person (as defined in Section 7701(a)(30) of the Assignee is organized under the laws of a jurisdiction outside the United StatesCode), it shall have attached to this the Assignment and Assumption is any the documentation required to be delivered by it pursuant to specified in Section 2.20 11.1(b) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not an Ineligible Institution and satisfies the all other requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. Further, the Assignee makes the Investment Representations, and agrees that such Investment Representations are made for the benefit of the Borrower.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, meets all requirements of an assignee specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01(a) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest Interest, on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesUS, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to the terms of Section 2.20 2.12(e) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the meets all requirements, if any, specified in of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the its Assigned InterestInterests, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or6.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the its Assigned Interest Interests on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lenderdecision, and (v) if the such Assignee is not incorporated or organized under the laws of a jurisdiction outside the United StatesStates of America or any State thereof, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of Section 2.20 2.16 of the Credit Agreement, duly completed and executed by such Assignee, and (vi) it is not a Competitor, as defined in the AssigneeCredit Agreement; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is not a Defaulting Bank or a Disqualified Institution, (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Term Loan Agreement, (iiiii) it satisfies the requirements, if any, specified in the Credit Term Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBank, (iiiiv) from and after the Effective Date under the Assignment and AssumptionTransfer Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (ivv) it has received a copy of the Credit Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other LenderBank, and (vvi) if the Assignee it is organized a Bank that is not incorporated under the laws of a jurisdiction outside the United StatesStates of America or any state thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Term Loan Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Term Loan Agreement are required to be performed by it as a LenderBank.

Assignee. The Assignee (ai) represents and warrants that (iA) it has full power and authority, and has taken all action necessary, to execute and deliver this the Assignment and Assumption (and the annexes and exhibits attached thereto) and to consummate the transactions contemplated hereby and to become a Lender holder of Notes under the Credit Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iiiB) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Loan Agreement and the other Loan Documents (to the extent included in the list attached as Exhibit B) as a Lender holder of Notes thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender holder of Notes thereunder, (ivC) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (D) it has received a copy of been accorded the Credit Agreement, together with copies of the most recent financial statements delivered pursuant opportunity to Section 5.03 thereof (or, prior to the first receive such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this the Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, and (E) it has made such analysis and decision has, independently and without reliance upon PFG and based on any agent or any other Lendersuch documents and information as it has deemed appropriate, made its own credit analysis and (v) if decision to enter into the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required and to be delivered by it pursuant to Section 2.20 of purchase the Credit Agreement, duly completed and executed by the AssigneeAssigned Interest; and (bii) agrees that (iA) it will, independently and without reliance on the Assignor, any agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (iiB) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lenderholder of Notes.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementWorking Capital Facility, (ii) it satisfies the requirements, if any, specified in the Credit Agreement Working Capital Facility that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement Working Capital Facility as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit AgreementWorking Capital Facility, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to 6.01 of the first such delivery, the financial statements referred to CSRA as incorporated by reference in Section 3.05 thereof)5.03 of the Working Capital Facility, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; Lender and (b) agrees that (i) it will, independently and without reliance on the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementWorking Capital Facility, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Working Capital Facility are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption is IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee, and (vii) it does not bear a relationship to the Borrower or the Co-Borrower as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Assignment Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Assignment Interest, shall have the obligations of a Lender thereunder, and (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or§ 5.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (viv) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionOperative Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orSections 4.01(d) or 5.01 of the Credit Agreement, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized not already a Lender under the laws Credit Agreement, the signature page to the Assignment and Assumption accurately sets forth the contact address and telecopy number for the Assignee, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Operative Date and (vii) if it is a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.15 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action actions necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Canadian Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the AssigneeAssignee and (vii) the Administrative Agent has received a processing and recordation fee of $3,500 (unless waived or reduced in the sole discretion of the Administrative Agent) as of the Effective Date; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Canadian Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement Agreement, including the requirements concerning confidentiality and indemnification, as a Lender and a Non-Conduit Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) it is a Qualifying Lender as of the Effective Date, and it will notify the Borrower reasonably promptly after it becomes aware that it is no longer a Qualifying Lender, (iv) it has received a copy of the Credit AgreementAgreement and the other Transaction Documents, together with copies of the most recent such financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementTransaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Transaction Documents are required to be performed by it as a Lender.. Exh. B-5

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound as a Lender by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.06 thereof or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

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

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption is IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee, and (vii) it does not bear a relationship to the Borrower or Holdings as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an Eligible Assignee under Section 8.07 of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 8.07 of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or4.01(e) or 5.01(h), prior to the first such deliveryas applicable, the financial statements referred to in Section 3.05 thereof), as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on any agent upon the Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vvi) if the Assignee it is organized under the laws of a jurisdiction outside the United Statesforeign lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other LenderBank, and (viv) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Bank, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementBasic Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Basic Documents are required to be performed by it as a LenderBank; and (c) agrees that it will be bound by the terms and provisions of the Intercreditor Agreement.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iviii) it has received a copy of the Amended and Restated Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof 6.1(i) and (orii) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender or any of their respective Related Parties and (iv) if it is a Foreign Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderLender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the specified in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements [referred to in Section 3.05 4.1 thereof)] [delivered pursuant to Sections 6.1 and 6.2 thereof, as applicable,]6 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including, without limitation, pursuant to Section 2.12(d) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Term Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBank, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Loan Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements referred to in Section 5.15 thereof or delivered pursuant to Section 5.03 thereof (or6.09(1) and Section 6.09(2) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent, the Assignor or any other LenderBank, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies meets all requirements of an assignee of the requirements, if any, specified in Assigned Interest under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.9 thereof or delivered pursuant to Section 5.03 thereof (or5.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which that by the terms of the Credit Agreement Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or6.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of not a jurisdiction outside the United States, attached to this Assignment Defaulting Lender and Assumption (vi) it is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assigneenot a Disqualified Lender; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date under the Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.05(a) thereof or delivered pursuant to Section 5.03 thereof (or4.10 of Annex I thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Amendment and to purchase the Assigned Interest on the basis of which and (iv) it has made such analysis delivered to the Assignor and decision independently and without reliance on any agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is Administrative Agent any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee, including to the extent required pursuant to Section 2.20(e)(ii) of the Credit Agreement, completed originals of IRS Forms W-8BEN/W-8BEN-E, W-8ECI, W-8IMY or W-9, as may be applicable, together with any required attachments, if required to establish that such Assignee is exempt from United States backup withholding Taxes (unless such Assignee is not subject to United States backup withholding Taxes); and (b) agrees that (i) it will, independently and without reliance on upon the AssignorAdministrative Agent, any agent the Security Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent and the Security Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent and the Security Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not an Ineligible Institution and satisfies the all other requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or6.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender (including making the representation and warranty set forth in Section 4.02 of the Credit Agreement and being an Eligible Assignee), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 5.01 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, Lender and (v) if it is a Lender that is not a United States person (as defined in the Assignee is organized under the laws of a jurisdiction outside the United StatesCredit Agreement), attached to this the Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including Section 2.20 2.17(e) of the Credit Agreement), duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Revolving Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Revolving Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBank, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Revolving Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, Bank thereunder and (iv) it has received a copy of the Revolving Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or7.02 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, Bank and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesNon-U.S. Bank, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender (including that it is not an Ineligible Institution), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04 thereof or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that it will (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee (and it is not an Affiliated Lender) and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04 or the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 5.01 thereof), and such other documents and information as it has reasonably deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, Lender and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem reasonably deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBank, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Loan Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (iv) it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements referred to in Section 5.15 thereof or delivered pursuant to Section 5.03 thereof (or6.09(1) and Section 6.09(2) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other LenderBank, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank.

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

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (vvi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by it the Assignee with respect to its tax status pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender, and (iii) it will indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment and Assumption.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 10.1.1 and 10.1.2 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, and (v) as of the date hereof, the Borrowers will not be obligated to pay any greater amount under Section 7.6 or Section 8 of the Credit Agreement than the Borrowers are obligated to pay to the Assignor under such Sections and (vi) if it is a “foreign corporation, partnership or trust” within the meaning of the Code, (A) the Assignee is organized under will be in compliance with all applicable provisions of Section 14.10 of the laws of a jurisdiction outside Credit Agreement on or prior to the United States, Effective Date and (B) attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, including, if the Assignee shall become a Revolving Lender, that it is a Non-Public Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; Lender and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender. 2.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Assignment Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws a Lender that is a U.S. Person, attached to this Assignment and Assumption is an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee, and (vii) it does not bear a relationship to the Borrower as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and the Security Trust Deed as a Finance Party thereunder (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the rights and obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (vvi) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax, (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.15(e)(ii)(B) and (C) thereof), duly completed and executed by the AssigneeAssignee and (viii) the Administrative Agent has received a processing and recordation fee of $3,500 (unless waived or reduced in the sole discretion of the Administrative Agent) as of the Effective Date; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is a NAIC Approved Bank, (ii) it is not a Defaulting Bank or a Disqualified Institution, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (iiiv) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBank, (iiiv) from and after the Effective Date under the Assignment and AssumptionTransfer Date, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (ivvi) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other LenderBank, and (vvii) if the Assignee it is organized a Bank that is not incorporated under the laws of a jurisdiction outside the United StatesStates of America or any state thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Term Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orSections 3.04 or 5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Term Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a is not an Affiliate Lender, (iii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iv) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or6.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (vvi) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.. Form of Assignment and Assumption

Assignee. The Assignee Assignee: (a) represents and warrants that that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, ; (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a Lender, Credit Agreement); (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, ; (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 7.07 thereof or delivered pursuant to Section 5.03 thereof (or8.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent Administrative Agent, the Assignor or any other Lender, ; and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to the Section 2.20 4.01(e) of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that that: (i) it will, independently and without reliance on Administrative Agent, the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Loan Documents; and (ii) it will irrevocably assumes and shall fully and timely perform in accordance with their terms all of the obligations (and make all the representations) which by the terms of the Credit Agreement Loan Documents are required to be performed (or made) by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of Section 11.06(b) under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit AgreementAgreement and the most recent Reserve Report delivered pursuant to Section 7.02 thereof, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or7.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such title information and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender; and (c) agrees to and accepts the amount of the current Borrowing Base under the Credit Agreement as determined in accordance with Article IV of the Credit Agreement based upon its review and acceptance of certain projected rates of production and net operating income and is satisfied with the title information with respect to the oil and gas reserves attributable to the oil and gas properties of Borrower and its Subsidiaries.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.08 or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any Agent, the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under the Credit AgreementAgreement as are delegated to the Agents, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.,

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender (including, without limitation, being an Eligible Assignee), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption is IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.16 of the Credit Agreement, duly completed and executed by the Assignee, and (vii) it does not bear a relationship to the Company as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a [Class A][Class B] Lender under the Credit Agreement, (ii) it satisfies meets all the requirementsrequirements to be an assignee under Section 10.8 of the Credit Agreement (subject to such consents, if any, specified in as may be required under Section 10.8 of the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a [Class A][Class B] Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a [Class A][Class B] Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (orthe Credit Agreement, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which Interest, (vi) it has made such analysis and decision has, independently and without reliance on any agent upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, and (vvii) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementTransaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Transaction Documents are required to be performed by it as a Lender. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date under the Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.05(a) thereof or delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (viv) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee, including to the extent required pursuant to Section 2.20(e) of the Credit Agreement, two properly completed originals of IRS Forms W-8BEN, W-8ECI, W-8EXP, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate substantially in the form of Exhibit O to the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on upon the AssignorAdministrative Agent, any agent the Collateral Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Agreement and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms thereof, together with such powers as are reasonably incidental thereto.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements to be an assignee under the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderAgreement, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or7.1 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision decision, independently and without reliance on any agent upon the Administrative Agent or any other Lender, Lender and (v) if the Assignee it is organized under the laws of a jurisdiction outside the not a United StatesStates person, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it satisfies is [an Eligible Transferee under Section 13.04(c) of the requirements, if any, specified Credit Agreement] [and] [a commercial bank that issues letters of credit in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, ordinary course of its business]; (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the [the][its] Assigned Interest, shall have the obligations of a Lender a[n] [Lender] [and an] [Issuing Lender] thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or9.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the [the][its] Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, it has attached to this Assignment and Assumption is any tax documentation (including without limitation the IRS Forms, any FATCA documentation, and, if applicable, a U.S. Tax Compliance Certificate as required pursuant to Section 5.04(b)(ii)) required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assigneeit; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][each] Assignor, any agent or any other Lender, Lender or Issuing Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes each of the Administrative Agent and the Collateral Trustee to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Trustee, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a a[n] [Lender] [and an] [Issuing Lender].

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and any Intercreditor Agreement, together with copies of the most recent financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 of the Credit Agreement, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if it has examined the Assignee list of Disqualified Institutions and it is organized under the laws not (A) a Disqualified Institution or (B) an Affiliate of a jurisdiction outside Disqualified Institution [(other than, in the United Statescase of this Clause (B), a Bona Fide Debt Fund)]10 and (vi) attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.. 10 Insert bracketed language if Assignee is a Bona Fide Debt Fund and not otherwise identified on the list of Disqualified Institutions. ANNEX I TO EXHIBIT A-1-1

Assignee. The Assignee (a) represents and warrants that (i) it is a NAIC Approved Bank, (ii) it is not a Defaulting Bank or a Disqualified Institution, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender Bank under the Credit Agreement, (iiiv) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderBank, (iiiv) from and after the Effective Date under the Assignment and AssumptionTransfer Date, it shall be bound by the provisions of the Credit Agreement as a Lender Bank thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender Bank thereunder, (ivvi) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other LenderBank, and (vvii) if the Assignee it is organized a Bank that is not incorporated under the laws of a jurisdiction outside the United StatesStates of America or any state thereof, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) (x) it is an Eligible Assignee and an “Institutional Lender” (as defined in the EDC Deed) with total assets in excess of $1,000,000,000 and capital/statutory surplus or shareholder’s equity of at least $500,000,000 and otherwise satisfies the requirements, if any, specified in the Credit Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender and (y) as a consequence of the assignment contemplated hereby, at the time of such assignment, Borrower will not be subjected to additional charges under either Section 3.08 or 3.09 of the Loan Agreement, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or4.14 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee; (b) acknowledges that this Assignment and Assumption, together with the Assignment and Assumption of the same date herewith between Assignor and Assignee in respect of the Building Loan, constitutes the one assignment permitted Assignor under Section 11.04(b)(ii)(F) of the Loan Agreement and the EDC Deed; and (bc) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the specified in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements [referred to in Section 3.05 4.1 thereof)] [delivered pursuant to Sections 6.1 and 6.2 thereof, as applicable,]5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including, without limitation, pursuant to Section 2.10(b) (with respect to Non U.S. Lenders) or Section 2.10(c) (with respect to U.S. Lenders) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

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

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLender (including, for the avoidance of doubt, that it is not a Disqualified Institution), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws a Lender that is a U.S. Person, attached to this Assignment and Assumption is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and an executed original of State of Israel Ministry of Finance form A/114, (vi) if it is a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.15(f) thereof), duly completed and executed by the Assignee, and (vii) it does not bear a relationship to either Borrower as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under the assignment provisions of the Credit Agreement and satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, any agent arranger or any other LenderLender and their respective Related Parties, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including, without limitation, Section 2.20 thereof, if applicable) duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent arranger, the Assignor or any other LenderLender or their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreementhereby, (ii) it satisfies meets all requirements of an Assignee under the requirements, if any, specified in Loan Agreement (subject to receipt of such consents as may be required under the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a LenderLoan Agreement), (iii) from and after the Effective Date under the this Assignment and AssumptionAcceptance has been duly executed and delivered by it and constitutes the legal, it shall be bound by the provisions valid and binding obligation of the Credit Agreement Assignee, enforceable against the Assignee in accordance with its terms, subject, as a Lender thereunder andto enforcement, to the extent bankruptcy, insolvency, moratorium, reorganization and other laws of the Assigned Interest, shall have the obligations of a Lender thereunder, general application relating to or affecting creditors’ rights and to general equitable principles; (iv) it has received a copy of the Credit Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest Interest, on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, Bank and (v) if it is a “foreign corporation, partnership or trust” within the meaning of the Code, (A) the Assignee is organized under will be in compliance with all applicable provisions of Section 13.9 of the laws of a jurisdiction outside Loan Agreement on or prior to the United States, Effective Date and (B) attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other LenderBank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a LenderBank.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Master Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and the Guarantee and Collateral Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions each of the Credit Agreement and the Guarantee and Collateral Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or5.01 thereto, prior to the first such deliveryas applicable, the financial statements referred to in Section 3.05 thereof), Guarantee and Collateral Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Master Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Master Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of Section 2.20 9.17 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementDocuments, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a Lender.

Assignee. The [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become is (A) a Lender, (B) a parent company and/or an affiliate of the Assignor which is at least 50% owned by the Assignor or its parent company, (C) in the event the Assignor is a fund that invests in bank loans, a fund that invests in bank loans and is managed by the same investment advisor of the Assignor or by an affiliate of such investment advisor or (D) a Qualified Xxxxx under Section 13.04(b) of the Credit Agreement; (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof 8.01(a), (orb) or (c) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption is any tax documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the [the] [each such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][each] Assignor, any agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes each of the Administrative Agent, the Syndication Agent, the Documentation Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent, the Syndication Agent, the Documentation Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iid) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the opportunity to review a copy of the Credit AgreementAgreement to the extent it has in its sole discretion deemed necessary, together with copies of the most recent financial statements referred to in Section 3.04 or delivered pursuant to Section 5.03 thereof (or5.01(a) or 5.01(b) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Recipient, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on any Agent, the Assignor, any agent Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 5.01 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if it has examined the Assignee list of Disqualified Institutions and it is organized under the laws not (A) a Disqualified Institution or (B) an Affiliate of a jurisdiction outside Disqualified Institution [(other than, in the United Statescase of this Clause (B), a Bona Fide Debt Fund)]10 and (vi) if it is a Foreign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee; Assignee and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, requirements specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment and Assumption is IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 2.17 of the Credit Agreement, duly completed and executed by the Assignee, and (vii) it does not bear a relationship to the Borrower as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall ___________________________ 9 Each Lender acknowledges that the Borrower has requested it to consult with the Borrower prior to entering into any assignment agreement that would require the consent of the Borrower pursuant to paragraph (b)(i)(A) of Section 9.04 of the Credit Agreement; provided , however , that no Lender shall be obligated to consult with the Borrower regarding any such assignment and any failure to do so will not result in any liability of a Lender hereunder or otherwise affect the rights or obligations of the parties hereto. deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Second Lien Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Second Lien Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Assignment Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Second Lien Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Second Lien Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws a Lender that is a U.S. Person, attached to this Assignment and Assumption is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax, (vi) if it is a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Second Lien Credit AgreementAgreement (including Section 2.17(f) thereof), duly completed and executed by the Assignee, and (vii) it does not bear a relationship to Holdings or the Borrower as described in Section 108(e)(4) of the Code; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 6.1 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (viv) if the Assignee it is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee, (v) it is not a Disqualified Institution and (vi) it is a Swiss Qualifying Lender and has not entered into a participation agreement with any Person that is not a Swiss Qualifying Lender; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents represents, warrants and warrants agrees that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in meets all requirements of an Eligible Assignee under the Credit Agreement that are (subject to receipt of such consents as may be required to be satisfied by it in order to acquire under the Assigned Interest and become a LenderCredit Agreement), (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 6.05 thereof or delivered pursuant to Section 5.03 thereof (or7.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 8.1 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 7.1(b) thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee is organized under the laws of a jurisdiction outside the United States, attached to this Assignment and Assumption hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 5.4(e) thereof), duly completed and executed by the Assignee; , and (vi) it is not a Disqualified Institution and is not a Defaulting Lender and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a the Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a the Lender, (iii) from and after the Effective Date under the specified in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a the Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a the Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent or any other the Lender, and (v) if the Assignee it is a Lender organized under the laws of a jurisdiction outside of the United States, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, any agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a the Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof 7.2(a) and (orb) of the Credit Agreement and, prior to the first such deliveryextent no financial statements have been delivered under Section 7.2(b), the financial statements referred to in Section 3.05 thereof), 5.1(i) of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the Lender which is not a “United StatesStates person” for United States federal income tax purposes, attached to this Assignment and Assumption Acceptance is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee, and (vi) if the Assignee is not already a Lender under the Credit Agreement, attached to this Assignment and Acceptance is an administrative questionnaire, in a form acceptable to the Administrative Agent, duly completed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof 5.01(a) or (orb) or Section 4.01(b) thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and [and] (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesNon-U.S. Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee[, and (vi) it is a French Qualifying Lender]4; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in ______________ 4 To be included only if the Assigned Interest includes Tranche C Commitments. EXHIBIT A 965928.02B-CHISR02A - MSW taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lenderis an Eligible Assignee, (iii) from and after the Assignment Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent Agent, any Arranger, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesU.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that it is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignorany Agent, any agent Arranger, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the 3-Year Credit Agreement, (ii) it satisfies the requirements, if any, specified in the 3-Year Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the 3-Year Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the 3-Year Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or6.01 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the 3-Year Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iviii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 thereof (or7.3 thereof, prior to the first such delivery, the financial statements referred to in Section 3.05 thereof)as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Agent or any other Lender, and (viv) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesForeign Lender, attached to this the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.20 11.10.5 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the AssignorAgent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date under the Assignment and AssumptionDate, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.03 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.05 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any agent the Administrative Agent, the Assignor or any other Lender, and (v) if the Assignee it is organized under the laws of a jurisdiction outside the United StatesLender that is a U.S. Person, attached to this Assignment hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and Assumption (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to Section 2.20 the terms of the Credit AgreementAgreement (including Section 2.15(f) thereof), duly completed and executed by the Assignee; , and (b) agrees that (i) it will, independently and without reliance on the AssignorAdministrative Agent, any agent the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Loan Documents are required to be performed by it as a Lender.