executed this Representative Supplement to the Junior
Priority Intercreditor Agreement as of the day and year first above written.
[NAME OF NEW REPRESENTATIVE], as [
] for the holders of [
],
By:
Name:
Title:
Address for
notices:
attention of:
Telecopy:
[
],
as Designated Senior
Priority Representative,
By:
Name:
Title:
Exhibit H-2
Acknowledged by:
[
]
By:
Name:
Title:
[
]
By:
Name:
Title:
THE GRANTORS
LISTED ON SCHEDULE I HERETO
By:
Name:
Title:
Exhibit H-2
EXHIBIT I
TO THE CREDIT AGREEMENT
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (the "Assignment and Acceptance") is dated as of
the Effective Date (as defined below) and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees] 3 hereunder are several and not joint.] 4
Capitalized terms used in this Assignment and Acceptance and not otherwise
defined herein shall have the meanings specified in the Credit Agreement, dated
as of June 7, 2016 (as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time, the "Credit Agreement"), among
POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS MERGER SUB CORP., a
Delaware corporation, the Co-Obligors from time to time party thereto, the
Lenders from time to time party thereto, BARCLAYS BANK PLC (the "Administrative
Agent"), as the Administrative Agent, Collateral Agent, Swingline Lender and
Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication
Agent and BANK OF AMERICA, N.A., CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as
Documentation Agents and the other parties from time to time party thereto,
receipt of a copy of which is hereby acknowledged by [the][each] Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Acceptance as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
set forth in Annex 1 hereto and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (i) all of [the
Assignor's][the respective Assignors'] rights and obligations in [its capacity
as a Lender][their respective capacities as Lenders] under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of credit, guarantees, and swingline loans included in such
facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of