Common use of Assignees Clause in Contracts

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) attached to this Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a12.5 (b) of the Credit Agreement), (iii) from and after the Effective Date specified for this Assignment Effective Dateand Acceptance, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement8.1 or 8.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, and (vii) if such Assignee is organized under the laws of a jurisdiction outside the United States of America, attached to this the Assignment Agreement and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a10.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.06(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is not already a Lender under the Credit Agreement, attached to this the Assignment Agreement and Assumption is an Administrative Questionnaire, and (viii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit ________________________ 15 Describe Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) at option of the Credit Administrative Agent. Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender Holder under the Credit Purchase Agreement, (ii) it meets all is acquiring the requirements Securities to be an assignee under Section 10.10(a) acquired by it for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement)Securities Act, (iii) it is an accredited investor as defined in Regulation D promulgated under the Securities Act, (iv) it did not employ any broker or finder in connection with the transactions contemplated by the Purchase Agreement; (v) it understands that the Securities have not been registered under the Securities Act and are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and the Company has not undertaken to register the Securities under the Securities Act or any state or blue sky law, (vi) it further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Assignee) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts, (vii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Purchase Agreement as a Lender Holder thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender Holder thereunder, (ivviii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vix) it has received a copy of the Credit Purchase Agreement, the Collateral Agency Agreement and the Intercreditor Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement4.10 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vix) it has, independently and without reliance upon the Administrative Collateral Agent or any other Lender Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (viixi) if it is a foreign Holder, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Purchase Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Collateral Agent, [the][anythe] [any] Assignor or any other LenderHolder, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Note Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Note Documents are required to be performed by it as a LenderHolder.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it meets all the requirements to be of an assignee Eligible Assignee under Section 10.10(a) of the Credit Term Loan Agreement (subject to such consents, if any, as may be required under Section 10.10(a) 12.9 of the Credit Term Loan Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (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 [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement6.1] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Term Loan Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a10.07(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.07(b)(i) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] 1 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Second Amended and Restated Credit Agreement dated as of February 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party thereto, PFGC, INC., a Delaware corporation (“Holdings”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and each lender from time to time party thereto. [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a12.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement6.1] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it meets all the requirements to be become an assignee under Section 10.10(a10.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Loan Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement and the other Credit AgreementDocuments to which the Assignor[s] [was][were] party, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 7.01(a) of the Credit Loan Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] 9 Describe Loan Agreement at option of Lender. Assigned Interest, and (vii) attached to this Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement Loan Agreement, duly completed and executed by the Assignee, and (includingviii) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is formed (or any treaty to which such jurisdiction is a party), without limitation, such attached hereto is any documentation as may required to be applicable to such Assignee delivered by it pursuant to Section 3.3(g) or 10.10(e) the terms of the Credit Agreement), Loan Agreement duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, Lender and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Bridge Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of Eligible Assignee as defined in the Credit Bridge Loan Agreement (subject to such consents, if any, as may be required under Section 10.10(a12.5.(b) of the Credit Bridge Loan Agreement), (iii) from and after the Effective Date specified for this Assignment Effective Dateand Assumption, it shall be bound by the provisions of the Credit Bridge Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person 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 Bridge Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement8.1. or 8.2. thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, [the] [any] Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Bridge Loan Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender. 16 Describe Bridge Loan Agreement at option of Administrative Agent.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all satisfies the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consentsrequirements, if any, as may be required under Section 10.10(a) of specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire [the][such] Assigned Interest and become a Lender, (iii) from and after the Assignment Effective Date, 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][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and any Intercreditor Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 5.8 of the Credit Agreement and 4.01(c) or the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (viiv) attached to this the Affiliated Lender Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) 2.17 of the Credit Agreement), duly completed and executed by [the][such] Assignee; , (vi) such purchase of the Assigned Interest has not been funded, directly or indirectly, with a drawing under the ABL Credit Agreement and (bvii) agrees that (i) it will, independently and without reliance on in the Administrative Agent, [the][any] Assignor or case of any other assignment effected pursuant to a Dutch Auction and/or an open market purchase conducted by an Affiliated Lender, and based on such documents and (14) Describe Credit Agreement at option no Default or Event of Administrative Agent. information as it shall deem appropriate Default exists at the time, continue to make its own credit decisions in taking time of acceptance of bids for any Dutch Auction or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all confirmation of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lenderany open market purchase.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and [and] (vii) if it is a Foreign Lender, attached to this the Affiliated Lender Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee, [(viii) it is [Standard General LP] [an Affiliate of Standard General LP]; and (ix) after giving effect to the assignment contemplated herein, the aggregate principal amount of Loans held by Standard General LP and its Affiliates does not exceed 20% of the aggregate principal amount of all Loans outstanding] and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender Holder under the Credit Purchase Agreement, (ii) it meets all is acquiring the requirements Securities to be an assignee under Section 10.10(a) acquired by it for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement)Securities Act, (iii) it is an "accredited investor" as defined in Regulation D promulgated under the Securities Act, (iv) it did not employ any broker or finder in connection with the transactions contemplated by the Purchase Agreement; (v) it understands that the Securities have not been registered under the Securities Act and are being issued by the Company in transactions exempt from the registration requirements of the Securities Act and the Company has not undertaken to register the Securities under the Securities Act or any state or blue sky law, (vi) it further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Assignee) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts, (vii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Purchase Agreement as a Lender Holder thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender Holder thereunder, (ivviii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vix) it has received a copy of the Credit Purchase Agreement, the Collateral Agency Agreement and the Intercreditor Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement4.10 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vix) it has, independently and without reliance upon the Administrative Collateral Agent or any other Lender Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (viixi) if it is a foreign Holder, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Purchase Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Collateral Agent, [the][anythe] [any] Assignor or any other LenderHolder, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Note Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Note Documents are required to be performed by it as a LenderHolder.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreementsuch definition), (iii) from and after the Effective Date specified for this Assignment Effective Dateand Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (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 person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement9.1 or 9.2., as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement5.1] [Section 7.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a12.10(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement6.1] [Section 8.1]15 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement4.1] [Section 6.1]1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a11.9(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is not already a Lender under the Credit Agreement, attached to this the Assignment and Assumption is an Administrative Questionnaire in the form required under the Credit Agreement and (viii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] the Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all satisfies the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consentsrequirements, if any, as may be required under Section 10.10(a) of specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of a party to the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interestprovided in this Assignment and Acceptance, shall have the rights and obligations of a Lender thereunderunder the Credit Agreement, (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 is not a Disqualified Lender and (vi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 9.1 of the Credit Agreement, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, (b) appoints and based authorizes the Administrative Agent and the Collateral Agent to take such action as agent on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement behalf and to purchase [the][such] Assigned Interest, and (vii) attached to this Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of exercise such powers under the Credit Agreement (includingand the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, without limitationrespectively, by the terms thereof, together with such documentation powers as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; are reasonably incidental thereto and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender, including, if it is a Non-U.S. Lender, its obligations pursuant to Section 5.4 of the Credit Agreement.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Amended and Restated Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 11.6 of the Amended and Restated Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.6(b) of the Amended and Restated Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest 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, type,]1 (v) it has received a copy of the Amended and Restated Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Non-U.S. Lender] attached to this the Affiliated Lender Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Amended and Restated Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender. 1 Include bracketed language for all Affiliated Lender Assignment and Assumptions other than an assignment to a Borrower or its Subsidiaries.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a10.07(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.07(b)(i) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own 1 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Third Amended and Restated Credit Agreement dated as of May 17, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party thereto, PFGC, INC., a Delaware corporation (“Holdings”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, and each lender from time to time party thereto. credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a__(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a__(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement___ thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender17, attached to this the Assignment Agreement and Assumption is any documentation required to 15 Describe Credit Agreement at option of Administrative Agent. 16 The term “Credit Document” should be conformed to that used in the Credit Agreement. 17 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of Eligible Assignee as defined in the Term Loan Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreementsuch definition), (iii) from and after the Effective Date specified for this Assignment Effective Dateand Assumption, it shall be bound by the provisions of the Term Loan Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person 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 Term Loan Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to referenced in Section 5.8 7.1(k) thereof or of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement9.1 or 9.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement3.10), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Lender Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a11.11.1(f) of the Credit Loan Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.11.1(c) of the Credit Loan Agreement)) and shall comply with the requirements of Section 11.11.4 of the Loan Agreement, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.1.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Lender Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Lender Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) attached to this the Lender Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Loan Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Revolving Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 10.6 of the Revolving Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreementthereunder), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Revolving Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Revolving Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 5.8 4.1(b) of the Revolving Credit Agreement and the most recent financial statements or delivered pursuant to Section 6.6 6.1 of the Revolving Credit Agreement, as applicable, Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender attached to this the Assignment Agreement and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Revolving Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Credit Note Purchase Agreement, (ii) it meets all the requirements to be of an assignee Eligible Assignee under Section 10.10(a) of the Credit Note Purchase Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Note Purchase Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Note Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Note Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender Purchaser and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Note Purchase Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] Assignor or any other LenderPurchaser, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, Note Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Note Documents are required to be performed by it as a LenderPurchaser.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a10.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.04(b) of the Credit Agreement), (iii) from and after the Effective Date referred to in this Assignment Effective Dateand Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicablethereto, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (includingAgreement, without limitation, such including any documentation as may be applicable to such Assignee required pursuant to Section 3.3(g) or 10.10(e) 2.14 of the Credit Agreement), duly completed and executed by [the][such] Assignee, (viii) it has reviewed the list of Disqualified Institutions and it was not on [ ], 20[ ]1 (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution (other than, in the case of this clause (B), a bona fide debt fund) and (ix) it is not a Person that would render the Loans to be subject to Regulation T or U of the Board of Governors of the Federal Reserve System; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender. 1 Insert the trade date with respect to the Assigned Interest.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (ii) it meets all the requirements to be an assignee Eligible Assignee under Section 10.10(a) 10.6 of the Credit Loan Agreement (subject to such consents, if any, as may be required under Section 10.10(a) 10.6 of the Credit Loan Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person 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 Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.6 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is not already a Lender under the Loan Agreement, attached to this Assignment and Acceptance is an Administrative Questionnaire (in form acceptable to the Administrative Agent) including, among others, the notice information for such Assignee[s] required in Schedule II of the Loan Agreement, (viii) if required by the Loan Agreement, the Administrative Agent has received the administrative fee required under Section 10.6 of the Loan Agreement in connection herewith as of the Effective Date, (ix) if applicable, attached to the Assignment and Acceptance is a duly executed Non-Bank Certificate in the form of Exhibit H to the Loan Agreement, and (x) if it is not incorporated under the laws of the United States of America or a state thereof, attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Loan Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, (ii) it appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (iiiii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, [and][(vii) it is, as of the date hereof, a Qualifying Lender](15), [and (vii) viii)] attached to this Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g3.3(f) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 (14) Describe Credit Agreement at option of Administrative Agent. (15) Clause (vii) to be deleted if, on the Assignment Effective Date, an Event of Default under Sections 7.1(a), 7.1(f) or 7.1(g) of the Credit Agreement has occurred. Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 10.2 of the Credit Term Loan Agreement (subject to such consents, if any, as may be required under Section 10.10(a) 10.2 of the Credit Term Loan Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (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 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 Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the [most recent financial statements delivered pursuant to Section 6.6 6.1][the financial statements delivered pursuant to Section 4.1(g)] of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is not incorporated under the laws of the United States of America or a state thereof, attached to this the Assignment Agreement and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Term Loan Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(aSections 10.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(aSections 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of Eligible Assignee as defined in the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a13.5.(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date specified for this Assignment Effective Dateand Assumption Agreement, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement9.1. or 9.2., as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment and Assumption Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] 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, and has received or has been accorded the opportunity to receive together with copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.01(a) or (b) thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriateLender, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (viivi) attached to this Assignment Agreement hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee including pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement2.17(e)), duly completed and executed by [the][such] Assignee; the Assignee and (vii) if it is an Affiliated Lender, it has indicated its status as such in the space provided on the first page of this Assignment and Assumption and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement4.1] [Section 6.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Facility Agreement, (ii) it meets all the requirements to be an assignee Assignee under Section 10.10(aClause 29 (Changes to the Lender) of the Credit Facility Agreement (subject to such consents, if any, as may be required under Section 10.10(aClause 29 (Changes to the Lender) of the Credit Facility Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Facility Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the [the][such] Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Facility Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements Financial Statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicable, Facility Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is not incorporated under the laws of the United States of America or a state thereof, attached to this Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Facility Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Finance Documents are required to be performed by it as a Lender, and (c) hereby appoints the Administrative Agent to act as its agent under and in connection with the Facility Agreement and the other Finance Documents and appoints the Security Agent to act as its agent in connection with the Facility Agreement and the other Finance Documents.

Assignees. [The][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 Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iviii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (viv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicable, 7.04(b) thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (viv) it has, independently and without reliance upon the Administrative Agent or any other Lender Credit Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to this Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] the Assignor or any other LenderCredit Party, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance 10.07-5 with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a LenderLender and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.

Assignees. [The][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 Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 9.08 of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) 9.08 of the Credit AgreementAgreement or within the definition of “Eligible Assignee”), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement3.01(c) or Section 5.06 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is not incorporated under the laws of the United States of America or a state thereof, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 Eligible Assignee under Section 10.10(a) 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a9.07(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.01(i) thereof, as applicable, financial statements referred to in Section 4.01(e) thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee Assignee. (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 Eligible Assignee under Section 10.10(a) 9.07 of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a9.07(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interestinterest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.01(i) thereof, as applicable, financial statements referred to in Section 4.01(e) thereof and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit AgreementAgreement and an Additional Lender under and as defined in the Agreement Among Lenders, (ii) it meets all the requirements to be of (A) an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to receipt of such consents, if any, consents as may be required under Section 10.10(a) of the Credit Agreement), including, for the avoidance of doubt, that after giving effect to the assignment contemplated hereby, the Affiliated Lenders taken together as a whole will not hold (x) more than 20% of the outstanding principal amount of the First Out Term Loans or (y) more than 20% of the outstanding principal amount of the Last out Term Loans and (B) an Additional Lender under and as defined in the Agreement Among Lenders, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder and under the Agreement Among Lenders as an Additional Lender (as defined in the Agreement Among Lenders) thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of an Additional Lender thereunder, (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 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, Agreement and the Agreement Among Lenders and has received or has 1 Insert only if an Assignor is an Affiliated Lender. been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 5.04 of the Credit Agreement, as applicable, and has received such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, the Collateral Agent, [the][any] Assignor, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee, (viii) if it is not already a Lender under the Credit Agreement, attached to this Assignment Agreement is an Administrative Questionnaire in the form of Exhibit A to the Credit Agreement, [and ](ix) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Assignment Effective Date[, (x) after giving effect to its purchase and acceptance of the Assigned Interest, the aggregate principal amount of all Loans held by the Affiliated Lenders does not exceed 20% of the outstanding aggregate principal amount of all Loans, and (xi) it has not received and shall not receive information provided solely to Lenders or the Administrative Agent or their respective advisors by the Administrative Agent or any Lender or their respective advisors and has not attended and will not attend or participate in meetings attended solely by Lenders and the Administrative Agent and their advisors]1; and (b) agrees that (i) it will, independently and without reliance on the Administrative any Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender[, including without limitation, the conditions and limitations set forth in Section 9.04(d) (including the limitation that the aggregate principal amount of all Loans held by the Affiliated Lenders may not exceed 20% of the outstanding aggregate principal amount of all Loans at any time) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender]2; [and ](c) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the Agreement Among Lenders as are delegated to the Administrative Agent and Collateral, respectively, by the terms therein, together with such powers as are reasonably incidental thereof[; and (d) acknowledges that [the][each] Assignor is an Affiliated Lender and that it has independently and, except as provided above, without reliance on [the][any] Assignor made its own analysis and determined to enter into this Assignment Agreement and to consummate the transactions contemplated hereby notwithstanding that the Assignor is an Affiliated Lender]3.

Assignees. [The][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 Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of Eligible Assignee as defined in the Credit Term Loan Agreement (subject to such consents, if any, as may be required under Section 10.10(a12.5.(b) of the Credit Term Loan Agreement), (iii) from and after the Effective Date specified for this Assignment Effective Dateand Assumption, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (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 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 Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to referenced in Section 5.8 6.1.(j) thereof or of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement8.1. or 8.2. thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Term Loan Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e3.10.(g) of the Credit Term Loan Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all satisfies the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consentsrequirements, if any, as may be required under Section 10.10(a) of specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire [the][such] Assigned Interest and become a Lender, (iii) from and after the Assignment Effective Date, 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][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and any Intercreditor Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 5.8 of the Credit Agreement and 4.01(c) or the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender and based on such documents and information as Lender, (v) it has deemed appropriateexamined the list of Disqualified Institutions and it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution [(other than, made its own credit analysis and decision to enter into in the case of this Assignment Agreement and to purchase [the][such] Assigned InterestClause (B), a Bona Fide Debt Fund)]16 and (viivi) attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) 2.17 of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 11.6 of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.6(b) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest 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, type,]4 (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Non-U.S. Lender] attached to this the Affiliated Lender Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender. [The] [Each] Assignee represents and warrants that it is an Affiliated Lender and [a Non-Debt Fund Affiliate] [the Borrower] 4 Include bracketed language for all Affiliated Lender Assignment and Assumptions other than an assignment to a Borrower or its Subsidiaries. [a Subsidiary of the Borrower]. By executing this Affiliated Lender Assignment and Assumption, the Assignee agrees to be bound by the terms of Section 11.6(g), 11.21(a) [and 11.21(b)]5 of the Credit Agreement, and represents and warrants that the purchase and assumption of the Assigned Interest satisfies the terms and conditions of Section 11.6(g), 11.21(a) [and 11.21(b)]6 of the Credit Agreement.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreementthereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender17, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed 15 Describe Credit Agreement at option of Administrative Agent. 16 The term “Credit Document” should be conformed to that used in the Credit Agreement. 17 The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, ; (ii) it meets all the requirements to be an assignee under Section 10.10(a9.10(b)(iii), (v) and (vi) of the Credit Agreement (subject to receipt of such consents, if any, as may be required under Section 10.10(a9.10(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the] [the relevant] Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire [the] [the relevant] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.5 thereof, as applicable, and such other documents and information as it deems appropriate to make its own individual credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [the relevant] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [the relevant] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it is an Affiliated Lender as such term is defined in the Term Loan Agreement, (iii) it meets all the requirements to be of an assignee Eligible Assignee under Section 10.10(a) of the Credit Term Loan Agreement (subject to such consents, if any, as may be required under Section 10.10(a) 12.9 of the Credit Term Loan Agreement), (iiiiv) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) 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 [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (vvii) it has received a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement6.1] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vivii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (viiviii) attached to this the Affiliated Lender Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Term Loan Agreement), duly completed and executed by [the][suchthe] [such] Assignee, (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans and (x) after giving effect to the purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by Affiliated Lenders does not exceed 15% of the aggregate principal amount of all Term Loans and Term Loan Commitments outstanding under the Term Loan Agreement as of the date hereof; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under [Section 10.10(a14.10(b)(iii), (v) and (vi)] of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a14.10(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement6.2] [Section 8.1]14 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] the Assignee; and (b) agrees that (i) it will, independently and 14 Update as necessary to refer to Financial Statement delivery Section in Credit Agreement. without reliance on the Administrative Agent, [the][anythe] [any] the Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 Eligible Assignee under Section 10.10(a) of the Credit Agreement (including, in the case of any assignment of any Designated Currency Tranche Revolving Credit Commitment that the Assignee is able to fund in Agreed Currencies as and when required under the Credit Agreement), subject to receipt of such consents, if any, as may be required under Section 10.10(a13.11(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such the documentation as may required to be applicable to such Assignee delivered pursuant to Section 3.3(g) or 10.10(e4.11(g) of the Credit Agreement), duly completed and executed by [the][suchthe] Assignee[such] Assignee and (viii) it is not a Disqualified Institution or a Defaulting Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) attached to this Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender. 35 Describe Credit Agreement at option of Administrative Agent.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a13.10(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement9.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Amended and Restated Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 11.6 of the Amended and Restated Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.6(b) of the Amended and Restated Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Amended and Restated Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe][any] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, [the][such] Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Non-U.S. Lender] attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Amended and Restated Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all satisfies the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such consentsrequirements, if any, as may be required under Section 10.10(a) of specified in the Credit Agreement)Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder, (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of a party to the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interestprovided in this Assignment and Acceptance, shall have the rights and obligations of a Lender thereunderunder the Credit Agreement, (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) to the extent such assignee has received, upon its request, a list of Disqualified Lenders, it is not a Disqualified Lender or an Affiliate of a Disqualified Lender and (vi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 9.1 of the Credit Agreement, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, (vi) Interest on the basis of which it has, has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, (b) appoints and based authorizes the Administrative Agent and the Collateral Agent to take such action as agent on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement behalf and to purchase [the][such] Assigned Interest, and (vii) attached to this Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of exercise such powers under the Credit Agreement (includingand the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, without limitationrespectively, by the terms thereof, together with such documentation powers as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; are reasonably incidental thereto and (bc) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender, including, if it is a Non-U.S. Lender, its obligations pursuant to Section 5.4 of the Credit Agreement.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a10.07(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.07(b)(i) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed 22 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Fourth Amended and Restated Credit Agreement dated as of December 30, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party thereto, PFGC, INC., a Delaware corporation (“Holdings”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, and each lender from time to time party thereto. by [the][suchthe] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of the Credit Agreement Eligible Assignee (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder (including, for the avoidance of doubt, Section 7.15 relative to the Intercreditor Agreement and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.06 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is a Person that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes, attached to this the Assignment Agreement and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Credit Receivables Purchase Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 12.06 of the Credit Receivables Purchase Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreementthereunder), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Receivables Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser thereunder, (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 Receivables Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit AgreementSections [7.01(c) and 7.02(b)] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender Purchaser and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Purchaser16 attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Receivables Purchase Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that th 16 The concept of “Foreign Purchaser” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up. If the Seller is a U.S. Seller, the bracketed language should be deleted. at (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other LenderPurchaser, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Transaction Documents are required to be performed by it as a LenderPurchaser.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a10.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.04(b) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person 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 AgreementAgreement and the other Financing Documents to which the Assignor[s] [was][were] party, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 5.10 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) [it has duly executed and delivered to the Administrative Agent an Administrative Questionnaire,]10 (vii) it has, 10 Note to Form: Delete if there is an assignment to a Lender pursuant to Section 10.04(b)(v) of the Credit Agreement. independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (viiviii) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is organized (or any treaty to which such jurisdiction is a party), attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) [it will pay to the Administrative Agent, on or before the Effective Date, a processing and recordation fee in an amount of US $3,500.00,]11 (ii) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Financing Documents, and [(ii) )] [(iii)] it will perform in accordance with their terms all of the obligations which by the terms of the Credit Financing Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender Purchaser under the Credit Receivables Purchase Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 12.06 of the Credit Receivables Purchase Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreementthereunder), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Receivables Purchase Agreement as a Lender Purchaser thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender Purchaser thereunder, (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 Receivables Purchase Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit AgreementSections 7.01(c) and 7.02(b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender Purchaser and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Purchaser15 attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Receivabl 15 The concept of “Foreign Purchaser” should be conformed to the section in the Credit Agreement (includinggoverning withholding taxes and gross-up. If the Seller is a U.S. Seller, without limitation, such documentation as may the bracketed language should be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit deleted. es Purchase Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other LenderPurchaser, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Transaction Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Transaction Documents are required to be performed by it as a LenderPurchaser.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a11.9(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is not already a Lender under the Credit Agreement, attached to this the Assignment and Assumption is an Administrative Questionnaire in the form required under the Credit Agreement and (viii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchJoinder Agreement - ] the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] the Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Institution and it meets all the requirements to be of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Acceptance and to purchase [the][such] Assigned Interest, and (vii) it is not a Defaulting Lender, (viii) if it is not already a Lender under the Credit Agreement, attached to this the Assignment Agreement and Acceptance an Administrative Questionnaire in the form provided by the Administrative Agent and (ix) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) 2.15 of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.. ​ ​ ​ ​ ​

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a9.04(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a9.04(b) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the Collateral Agency Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 5.10 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is incorporated (or any treaty to which such jurisdiction is a party), attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Financing Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Financing Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a11.9(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a11.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement7.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent Agent, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assigneethe Assignee and (viii) it is a Non-Public Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][anythe] [any] the Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.and

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 Assignee under Section 10.10(a11.6(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreementthereunder), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 6.1 thereof (or, prior to the first delivery of such financial statements, the financial statements referred to in Section 4.1 of the Credit Agreement), as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this 1 Insert only if the Assignor is an Affiliated Lender and the assignment is being made pursuant to Section 11.6(b)(iv) of the Credit Agreement. 2 Insert only if the Assignee is an Affiliated Lender. Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) attached to this the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; , (viii) it is not a Defaulting Lender, [and] [(xi) it is not [a][an] [Affiliated Lender][Permitted Auction Purchaser]3, [(xi) it is [a][an] [Affiliated Lender][Permitted Auction Purchaser]4 [and] [(x) after giving effect to its purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by the Sponsor or any Non-Debt Fund Affiliate will not exceed 25% of the aggregate principal amount of all Term Loans outstanding under the Credit Agreement]5 [and] (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender[, including, without limitation, the restrictions and limitations set forth in Section 11.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender and (c) acknowledges and confirms that it has read and understands the restrictions and limitations set forth in Section 11.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender, including those set forth in Section 11.6(b)(iv)(A) with respect to its rights as a Lender while one or more Loan Parties is subject to any proceeding under any Debtor Relief Law]6 [and (c) acknowledges that the Assignor is an Affiliate of the Initial Borrower and that it has independently and, except as provided above, without reliance on the Assignor made its own analysis and determined to enter into this Assignment and Assumption and to consummate the transactions contemplated hereby notwithstanding that the Assignor is an Affiliate of the Initial Borrower]7.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Senior Facilities Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(aClause 36.4 (Assignments or Transfers by Lenders) to 36.6 (Transfer Deed) of the Credit Senior Facilities Agreement (subject to such consents, if any, as may be required under Section 10.10(aClause 36.4 (Assignments or Transfers by Lenders) of the Credit Senior Facilities Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Senior Facilities Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person 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 Senior Facilities Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit AgreementClause 23.2 (Financial information) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Facility Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Foreign Lender]21 attached _______________ 20 Describe Senior Facilities Agreement at option of Facility Agent. 21 The concept of “Foreign Lender” should be conformed to this the section in the Senior Facilities Agreement governing withholding taxes and gross-up. If the Borrower is a U.S. Borrower, the bracketed language should be deleted. 59880271_10 to the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Senior Facilities Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Facility Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Relevant Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Relevant Finance Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Borrower Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Term Loan Agreement, (ii) it is [the Borrower][a Subsidiary of the Borrower] as such term[s] [is][are] defined in the Term Loan Agreement, (iii) it meets all the requirements to be of an assignee Eligible Assignee under Section 10.10(a) of the Credit Term Loan Agreement (subject to such consents, if any, as may be required under Section 10.10(a) 12.9 of the Credit Term Loan Agreement), (iiiiv) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Term Loan Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (ivv) 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 [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (vvii) it has received a copy of the Credit Term Loan Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to [Section 6.6 of the Credit Agreement6.1] [Section 8.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Borrower Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, (vivii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Borrower Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and (viiviii) attached to this the Borrower Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Term Loan Agreement), duly completed and executed by [the][suchthe] [such] Assignee, and (ix) that it has no MNPI with regard to the Borrower and its Subsidiaries that both (1) has not been disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to the date hereof and (2) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans; and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][EachThe] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment Agreement 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 of an assignee Eligible Assignee under Section 10.10(a) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.9(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the [the] [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][suchthe ] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Affiliated Lender Assignment Agreement and Assumption and to purchase [the][suchthe] [such] Assigned Interest, and [and] (vii) if it is a Foreign Lender, attached to this the Affiliated Lender Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][suchthe] [such] Assignee, [(viii) it is [Standard General LP] [an Affiliate of Standard General LP]; and (ix) after giving effect to the assignment contemplated herein, the aggregate principal amount of Loans held by Standard General LP and its Affiliates does not exceed 20% of the aggregate principal amount of all Loans outstanding] and (b) agrees that (i) it will, independently and without reliance on upon the Administrative Agent, [the][anythe] [any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement 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 Assignee under Section 10.10(a10.6(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a10.6(b)(i) of the Credit Agreement), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned 1 Insert only if the Assignor is an Affiliated Lender or an Affiliated Investment Fund. 2 Insert only if the Assignee is an Affiliated Lender or an Affiliated Investment Fund. Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Non-U.S. Lender, attached to this the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee, [and] [(viii) it is not [a][an] [Affiliated Lender][Affiliated Investment Fund][Permitted Auction Purchaser]3[(viii) it is [a][an] [Affiliated Lender][Affiliated Investment Fund][Permitted Auction Purchaser] and an Affiliate of [the] [MS Holdco]4[Borrower]5, and (ix) after giving effect to its purchase and assumption of the Assigned Interest, the aggregate principal amount of all Term Loans held by the Affiliated Lender will not exceed 25% of the aggregate principal amount of all Term Loans outstanding under the Credit Agreement]6; and [and] (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Documents, Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender [, including, without limitation, the restrictions and limitations set forth in Section 10.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender and (c) acknowledges and confirms that it has read and understands the restrictions and limitations set forth in Section 10.6(b)(iv) of the Credit Agreement with respect to it as a Lender and an Affiliated Lender, including those set forth in Section 10.6(b)(iv)(A) with respect to its rights as a Lender while one or more Loan Parties is subject to a bankruptcy proceeding]7 [and (c) acknowledges that the Assignor is an Affiliate of the Borrower and that it has independently and, except as provided above, without reliance on the Assignor made its own analysis and determined to enter into this Assignment Agreement and to consummate the transactions contemplated hereby notwithstanding that the Assignor is an Affiliate of the Borrower]8.

Assignees. [The][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 Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 12.9 of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreementthereunder), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement5.3 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to this the Assignment Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.. Exh. E-4

Assignees. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) 11.10 of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.10(a) of the Credit Agreementthereunder), (iii) from and after the Assignment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to Section 6.6 of the Credit Agreement6.5 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to this the Assignment Agreement and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, such documentation as may be applicable to such Assignee pursuant to Section 3.3(g) or 10.10(e) of the Credit Agreement), duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and (14) Describe Credit Agreement at option of Administrative Agent. 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 Loan Documents, and (ii) it will perform in accordance with their terms all ​ of the obligations which by the terms of the Credit Loan Documents are required to be performed by it as a Lender.