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

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

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Term Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated aboveit is [not] an existing Term Lender, is an Affiliate or an Approved Fund of the Lender set forth above and an existing Term Lender, (iii) it is not a Borrower or an Affiliate of a Borrower or a holder of Subordinated Indebtedness or an Affiliate of such a holder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such the Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (v) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signatory for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Term Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Term Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Term Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon the Term Agent, any Secured Party Term Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Term Lender, it may receive material non-public information and confidential information concerning the Loan Parties Borrowers and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 8.10 of the Credit Term Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Term Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 8.9 of the Credit Term Loan Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 9.1(f) of the Credit Term Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly Assignee: (a) represents and warrants to its corresponding Assignor and the Roll-Up Notes Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to it has experience and expertise in the extent indicated abovemaking of or investing in notes, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect will make or invest in, as the case may be, its Roll-Up Notes for its own account in the ordinary course of its business and without a view to decisions to acquire assets distribution of such Roll-Up Notes within the meaning of the type represented Securities Act or the Exchange Act or other applicable securities laws (it being understood that, subject to the provisions of Section 10.03 of the Indenture, the disposition of Roll-Up Notes or any interests therein shall at all times remain within its exclusive control), (iv) by executing, signing and delivering this Assignment via Syndtrak®, Intralinks®, ClearPar® or any other electronic settlement system designated by the Assigned Interest assigned to it hereunder and either such Assignee or Roll-Up Notes Agent, the Person exercising discretion in making signing, executing and delivering this Assignment on behalf of the decision Assignor is an authorized signatory for such assignment the Assignor and is experienced in acquiring assets of such typeauthorized to execute, sign and deliver this Agreement and (v) the representations and warranties required to be made by it under the Indenture are true, correct and complete; (b) irrevocably appoints and authorizes the Roll-Up Notes Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents Indenture as are delegated to the Roll-Up Notes Agent by the terms thereof, together with such powers as are reasonably incidental thereto, ; (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan DocumentsIndenture, are required to be performed by it as a Lender, Holder; (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document the Indenture independently and without reliance upon the Roll-Up Notes Agent or any Secured Party Holder and based on such documents and information as it shall deem appropriate at the time, ; (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses address for notices) notices the offices office at the addresses address set forth beneath its name on the signature pages hereof; (f) shall provide any documents as reasonably requested by the Roll-Up Notes Agent regarding all “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(c) of by the Credit AgreementRoll-Up Notes Agent, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, any such other forms, certificates or other evidence with respect to United States federal Tax withholding matters as may be required by the Roll-Up Notes Agent; and (h) agrees to execute and deliver to the Roll-Up Notes Agent any document or instrument reasonably requested by the Roll-Up Notes Agent to effect any of the foregoing.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the [ ], a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an Authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 pursuant to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 or other applicable forms and, if applicable, a portfolio interest exemption certificate and any other required attachments.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a8.1(A) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(c1.9(C) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is a duly authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the [US/Canadian] Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the [US] [Canadian] Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the [US] [Canadian] Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION Section 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the [US] [Canadian] Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION Section 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 1.12(d) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated aboveit [is][is not] a Non-Funding Lender, is (iii) it [is][is not] an Impacted Lender, (iv) it [is][is not] an Affiliate or an Approved Fund of [ , a Lender][any Lender], (v) it [is][is not] a Disqualified Institution, (vi) it [is][is not] a fund managed or administered by a Person on the Lender set forth above and Excluded Persons List or any Affiliate of such Person, (iiivii) it [is][is not] a Competitor, a Competitor Controller or an Affiliate of a Competitor or Competitor Controller, (viii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (ix) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information MNPI and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, [(g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement Agreement] and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(g) of the Credit Agreement, attaches two completed originals of Forms W-8ECIthe documentation described therein, W-8BEN or W-9as applicable.

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

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

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

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is a duly authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Term Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the Lender set forth above and [_______], a Term Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signatory for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Term Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Term Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Term Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Term Agent, any Secured Party Term Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Term Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 8.10 of the Credit Term Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Term Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 8.9 of the Credit Term Loan Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 9.1(f) of the Credit Term Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not an Affiliate or an Approved Fund of the Lender set forth above and a Lender][an Affiliate or an Approved Fund of , a Lender]6, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information 6 Delete as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9appropriate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

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

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 10.15 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment a processing and recordation fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 10.2(b) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.14(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8EXP, W-8IMY, W-9 or W-9any other applicable required document.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the Lender set forth above and _______, a Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties Group Members and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary necessary, for such Assignee, Assignee to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly Assignee: (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) except for obtaining the consents, if any, required under the Credit Agreement, it meets all the requirements and is otherwise a Person eligible to the extent indicated above, is be (and not disqualified from being) an Affiliate or an Approved Fund assignee under Section 10.9 of the Lender set forth above and Credit Agreement, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (v) the representations and warranties required to be made by it under the Credit Agreement are true, correct and complete and (vi) it is not a Disqualified Institution; (b) irrevocably appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, ; (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, ; (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, ; (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 10.10 of the Credit Agreement, ; (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, ; (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 10.9 of the Credit Agreement and Agreement; (h) attaches all documentation required to the extent required be delivered by it pursuant to SECTION 1.9(cSection 10.1(g) of the Credit Agreement, attaches two duly completed originals and executed by Assignee; (i) agrees to execute and deliver to Agent any document or instrument reasonably requested by Agent to effect any of Forms W-8ECI, W-8BEN or W-9the foregoing.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iii) by executing, signing and delivering this Assignment via E-System, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (iv) it is an Affiliated Lender, (v) as of the date hereof, and after giving effect to this Assignment, the principal amount of all Term Loans held or participated in by all Affiliated Lenders does not exceed twenty-five percent (25%) of the aggregate principal amount of all Term Loans outstanding at such time and (vi) as of the date hereof, and after giving effect to this Assignment, the total number of Affiliated Lenders (other than Affiliated Debt Funds) does not exceed the lesser of (A) three (3) in the aggregate or (B) 49% or less of the total number of Lenders (rounded down) party to the Credit Agreement, provided that, notwithstanding the foregoing, there may be at least one Affiliated Lender, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, including a power of attorney in favor of Administrative Agent to vote the claims in respect of Term Loans held by Assignee in an Insolvency Proceeding as provided in Section 11.2(g)(iv) of the Credit Agreement, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.has

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iii) by executing, signing and delivering this Assignment via E-System, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (iv) it is an Affiliated Lender, (v) as of the date hereof, and after giving effect to this Assignment, the principal amount of all Term Loans held or participated in by all Affiliated Lenders does not exceed twenty-five percent (25%) of the aggregate principal amount of all Term Loans outstanding at such time and (vi) as of the date hereof, and after giving effect to this Assignment, the total number of Affiliated Lenders (other than Affiliated Debt Funds) does not exceed the lesser of (A) three (3) in the aggregate or (B) 49% or less of the total number of Lenders (rounded down) party to the Credit Agreement, provided that, notwithstanding the foregoing, there may be at least one Affiliated Lender, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, including a power of attorney in favor of Administrative Agent to vote the claims in respect of Term Loans held by Assignee in an Insolvency Proceeding as provided in Section 11.2(g)(iv) of the Credit Agreement, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.2

Representations, Warranties and Covenants of Assignees. Each [Each][The] Assignee [severally but not jointly jointly] (a) represents and warrants to its corresponding Assignor and the Applicable Administrative Agent that (i) it has full power and authority, and has taken all actions necessary necessary, for such Assignee, Assignee to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to it meets all requirements of an Eligible Assignee under the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above Credit Agreement and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agents and the Collateral Agent to take such action as an administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agents and/or the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document Assignment, (e) has, independently and without reliance upon any Secured Party Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest and agrees that it will, independently and without reliance on any Agent and/or Lender, and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning continue to make its own credit decisions in taking or not taking action under the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 of the Credit AgreementDocuments, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Applicable Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(h) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8BEN-E or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated aboveit [is][is not] a Non-Funding Lender, is (iii) it [is][is not] an Impacted Lender, (iv) it [is][is not] an Affiliate or an Approved Fund of [ , a Lender][any Lender], (v) it [is][is not] a Disqualified Institution, (vi) it [is][is not] a fund managed or administered by a Person on the Lender set forth above and Excluded Persons List or any Affiliate of such Person, (iiivii) it [is][is not] a Competitor, a Competitor Controller or an Affiliate of a Competitor or Competitor Controller, (viii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (ix) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Administrative Agent, any Secured Party Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information MNPI and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, [(g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement Agreement] and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(g) of the Credit Agreement, attaches two completed originals of Forms W-8ECIthe documentation described therein, W-8BEN or W-9as applicable.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not an Affiliate or an Approved Fund of the Lender set forth above a Lender][an Affiliate or an Approved Fund of _______, a Lender]8 and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate. 8 Delete as appropriate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Second Lien Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Second Lien Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Second Lien Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, [(ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and above,]5 (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, and (iv) by executing, signing and delivering this Assignment, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(e) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9. 5 Remove if not applicable.

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

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Subordinated Notes Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender Noteholder set forth above and above, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Subordinated Notes Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Subordinated Notes Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Subordinated Notes Documents as are delegated to the Subordinated Notes Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Subordinated Notes Documents, are required to be performed by it as a LenderNoteholder, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Subordinated Notes Document independently and without reliance upon any Secured Credit Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a LenderNoteholder, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Subordinated Notes Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Subordinated Notes Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and Subordinated Notes Agreement, (h) to the extent required pursuant to SECTION 1.9(cSection 2.13(f) of the Credit Subordinated Notes Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9; and (i) acknowledges and agrees in favor of the Administrative Agent and the Senior Creditors (as each such term is defined in the Subordination Agreement), that the Subordinated Notes and the Obligations under the Subordinated Notes Document are subject to the Subordination Agreement, are subordinate in right of payment to the Senior Debt as defined in and on the terms set forth in the Subordination Agreement, and agrees to be bound by the terms and conditions set forth therein.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and above, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, and (iv) by executing, signing and delivering this Assignment, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(e) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.15 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment a processing and recordation fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(b) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8EXP, W-8IMY, W-9 or W-9any other applicable required document.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly Assignee: (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) except for obtaining the consents, if any, required under the Credit Agreement, it meets all the requirements and is otherwise a Person eligible to the extent indicated above, is be (and not disqualified from being) an Affiliate or an Approved Fund assignee under Section 10.9 of the Lender set forth above and Credit Agreement, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment, (v) the representations and warranties required to be made by it under the Credit Agreement are true, correct and complete and (vi) it is not a Disqualified Institution; (b) irrevocably appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, ; (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.; ​ ​ ​ ​ ​

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor Assignor, the Administrative Agent and the Syndication Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is an Affiliate or an Approved Fund of the Lender set forth above and Affiliated Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes (i) the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (ii) the Syndication Agent to take such action as syndication agent on its behalf and to exercise such powers under the Loans Documents as are delegate to the Syndication Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable address for notices (and as its lending offices in the case of a Debt Fund Affiliate, if applicable) the address (and addresses for noticesoffices, if applicable) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9W-9 and (i) the sale and assignment of the Assigned Interest satisfies the requirements of Section 11.2(g) of the Credit Agreement (either by satisfaction or wiaver of such requirements).

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties Borrowers and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.11(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is an Affiliate or an Approved Fund of the Lender set forth above and _______, a Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the Lender set forth above and , a Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) attaches such duly completed and executed documents as it is required to the extent required pursuant to SECTION 1.9(c) deliver in accordance with Section 10.1 of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly Assignee. (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the , a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon the Administrative Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties Borrower and their its Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (il) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of Eligible Assignee as required pursuant to the Lender set forth above Credit Agreement and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Credit Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Credit Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 10.17 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 10.6(d) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.20(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the Lender set forth above __________, a __________ Holder and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Transactions Documents, are required to be performed by it as a LenderHolder, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Transaction Document independently and without reliance upon Agent or any Secured Party Holder and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a LenderHolder, it may receive material non-public information and confidential information concerning the Loan Note Parties and their Affiliates and Securities their Capital Stock and agrees to use such information in accordance with SECTION 9.13 of the Credit Note Purchase Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 11.01 of the Credit Note Purchase Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.07(e) of the Credit Note Purchase Agreement, attaches two completed originals of [Forms W-8ECIW- 8ECI, W-8BEN W-8BEN, W-8IMY or W-9] and, if applicable, a portfolio interest exemption certificate. 4 To be confirmed by Assignee.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.14(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

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

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the _______, a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Assignment (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 10.13 of the Credit Loan and Security Agreement, (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 10.1 of the Credit Loan and Security Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.4(i) of the Credit Loan and Security Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

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

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the First Lien Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the First Lien Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the First Lien Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the Lender set forth above __________, a __________ Holder and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Transactions Documents, are required to be performed by it as a LenderHolder, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Transaction Document independently and without reliance upon Agent or any Secured Party Holder and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a LenderHolder, it may receive material non-public information and confidential information concerning the Loan Note Parties and their Affiliates and Securities their Capital Stock and agrees to use such information in accordance with SECTION 9.13 of the Credit Note Purchase Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 11.01 of the Credit Note Purchase Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.08(e) of the Credit Note Purchase Agreement, attaches two completed originals of [Forms W-8ECIW- 8ECI, W-8BEN W-8BEN, W-8IMY or W-9] and, if applicable, a portfolio interest exemption certificate. 4 To be confirmed by Assignee.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the , a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(g) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor Assignor, the Administrative Agent and the Syndication Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes (i) the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (ii) the Syndication Agent to take such action as syndication agent on its behalf and to exercise such powers under the Loans Documents as are delegated to the Syndication Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

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

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the _______, a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the , a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 13.22 of the Credit Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 13.2(c) of the Credit Loan Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.13(f) of the Credit Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent Issuer that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) it is an existing Purchaser or Affiliate of a Purchaser, or any other Person (in which case the assignee meets the requirements of Section 16.3(c) of the Note Purchase Agreement), it being acknowledged by the parties hereto that the Issuer is entitled to rely on the representations and warranties set forth in this clause (ii) without any diligence in respect to the extent indicated above, is an Affiliate or an Approved Fund accuracy of such representations and warranties and any breach of such representations and warranties by the Assignee shall not give rise to any liability on the part of the Lender set forth above and Issuer, (iii) it is sophisticated with respect has experience and expertise in the purchasing of Notes or of Commitments such as the Notes or Commitments related to decisions the Assigned Interest, (iv) it will purchase the Notes, for its own account in the ordinary course of its business and without a view to acquire assets distribution of such Notes within the meaning of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee Securities Act or the Exchange Act or other federal securities laws, and (v) by executing, signing and delivering this Assignment, the Person exercising discretion in making signing, executing and delivering this Assignment on behalf of the decision Assignee is an authorized signer for such assignment the Assignee and is experienced in acquiring assets authorized to execute, sign and deliver this Assignment on behalf of such typethe Assignee, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Note Documents, are required to be performed by it as a Lender, Purchaser. (dc) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Note Document independently and without reliance upon the Issuer, any Secured Party Purchaser or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, . (ed) acknowledges and agrees that, as a LenderPurchaser, it may receive material non-public information and confidential information concerning the Loan Note Parties and their Affiliates and Securities their Equity Interests and agrees to use such information in accordance with SECTION 9.13 Section 16.18 of the Credit Note Purchase Agreement, (fe) specifies as its applicable lending offices (and addresses for notices) the offices at notices the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) of the Credit Agreement and (hf) to the extent required pursuant to SECTION 1.9(cSection 3.10(a) of the Credit Note Purchase Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 (in each case, together with all appropriate forms, certificates and attachments).

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and above, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.15(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, [it is an Affiliate or an Approved Fund of the Lender set forth above __________, a Lender] and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of Assignor is an authorized signatory for Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the Lender set forth above and GE Capital, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such typetype and (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by GE Capital, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agent GE Capital to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Credit Documents as are delegated to the Agent GE Capital by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Credit Documents, are required to be performed by it as a Lenderan L/C Issuer, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Credit Document independently and without reliance upon GE Capital, any Secured Party other L/C Issuer or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lenderan L/C Issuer, it may receive material non-public information and confidential Table of Contents information concerning the Loan Parties Applicants and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 7.10 of the Letter of Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, hereof and (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 8.1(f) of the Letter of Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Term Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, [it is an Affiliate or an Approved Fund of the Lender set forth above __________, a Term Lender] and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Term Agent, the Person signing, executing and delivering this Assignment on behalf of Assignor is an authorized signatory for Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Term Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Term Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Term Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Term Agent, any Secured Party Term Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Term Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 8.10 of the Credit Term Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Term Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 8.9 of the Credit Term Loan Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 9.1(f) of the Credit Term Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the Lender set forth above and , a Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) it is not (A) one of the Persons named on the List of Identified Disqualified Financial Institutions described in Section 9.9(b)(A) of the Second Lien Credit Agreement (any such Person, an “Identified Person”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of an Identified Person (such Person, an “Identified Person Owner”), (C) a Person who is controlled by an Identified Person Owner (for purposes hereof, “control” being the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise), (D) a direct or indirect Subsidiary of an Identified Person, and (v) it is [not] a Sponsor Affiliated Person, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Second Lien Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent (unless such fee is required waived or reduced by Agent) pursuant to be paid under SECTION 8.1(a) Section 9.9 of the Second Lien Credit Agreement and Agreement, (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Second Lien Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate, and (i) to the extent that it is a Sponsor Affiliated Person, agrees to all of the provisions set forth in Section 9.9(b)(B) of the Second Lien Credit Agreement and represents and warrants that the limitations set forth in Section 9.9(b)(B)(ii) are being complied with after giving effect to the assignment contemplated hereby.

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

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the , a Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Agreement (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is an Affiliate or an Approved Fund of the Lender set forth above and Affiliated Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Administrative Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Administrative Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 Section 11.20 of the Credit Agreement, (f) specifies as its applicable address for notices (and as its lending offices in the case of a Debt Fund Affiliate, if applicable) the address (and addresses for noticesoffices, if applicable) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 2.17(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9W-9 and (i) the sale and assignment of the Assigned Interest satisfies the requirements of Section 11.2(g) of the Credit Agreement (either by satisfaction or waiver of such requirements).

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly Assignee: (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement Amendment and to consummate the transactions contemplated hereby, (ii) except for obtaining the consents, if any, required under the Credit Agreement, it meets all the requirements and is otherwise a Person eligible to the extent indicated above, is be (and not disqualified from being) an Affiliate or an Approved Fund assignee under Section 10.9 of the Lender set forth above and Credit Agreement, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Amendment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Amendment on behalf of the Assignee is an authorized signer for the Assignee and is authorized to execute, sign and deliver this Amendment, (v) the representations and warranties required to be made by it under the Credit Agreement are true, correct and complete and (vi) it is not a Disqualified Institution; (b) irrevocably appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, ; (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, ; (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement Amendment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, ; (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 10.10 of the Credit Agreement, ; (f) specifies as its applicable lending offices Lending Offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, ; (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 10.9 of the Credit Agreement and Agreement; (h) attaches all documentation required to the extent required be delivered by it pursuant to SECTION 1.9(cSection 11.1(g) of the Credit Agreement, attaches two duly completed originals and executed by such Assignee; and (i) agrees to execute and deliver to Agent any document or instrument reasonably requested by Agent to effect any of Forms W-8ECI, W-8BEN or W-9the foregoing.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured other Lender, any other Indemnitee or any other holder of any Obligation of any Credit Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities securities and agrees to use such information in accordance with SECTION 9.13 Section 11.8 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(aSection 9.1(b) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 1.15(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not] an Affiliate or an Approved Fund of the Lender set forth above and , a Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) it is not (A) one of the Persons named on the List of Identified Disqualified Financial Institutions described in Section 9.9(b)(A) of the First-Lien Credit Agreement (any such Person, an “Identified Person”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of an Identified Person (such Person, an “Identified Person Owner”), (C) a Person who is controlled by an Identified Person Owner (for purposes hereof, “control” being the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise), (D) a direct or indirect Subsidiary of an Identified Person, and (v) it is [not] a Sponsor Affiliated Person, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in accordance with SECTION 9.13 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) of the Credit Agreement and (h) to the extent required pursuant to SECTION 1.9(c) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.,

Representations, Warranties and Covenants of Assignees. Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) to the extent indicated above, it is [not an Affiliate or an Approved Fund of the Lender set forth above a Lender] [an Affiliate or an Approved Fund of , a Lender]6 and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Assignment via [ClearPar® or any other] electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signatory for the Assignor and is authorized to execute, sign and deliver this Agreement, (b) appoints and authorizes the Agent to take such action as administrative agent and collateral agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any Secured Party Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Credit Parties and their Affiliates and Securities their Stock and agrees to use such information in accordance with SECTION 9.13 Section 9.10 of the Credit Loan Agreement, (f) specifies as its applicable lending offices office (and addresses address(es) for notices) the offices at the addresses set forth beneath its name on the signature pages page hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under SECTION 8.1(a) Section 9.9 of the Credit Loan Agreement and (h) to the extent required pursuant to SECTION 1.9(cSection 10.1(f) of the Credit Loan Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN W-8BEN, W-8IMY or W-9W-9 and, if applicable, a portfolio interest exemption certificate.

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