the date of the ABL Credit Agreement] 4. To the extent not covered by
#3 directly above, copies of all Lien perfection and control documents related
to the Liens granted under the ABL Loan Documents (including filed and recorded
copies thereof to the extent applicable and any amendments, continuations,
releases and terminations thereof). [Dropbox link to folder which shall contain
all such documents]
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5. The deposit account of ABL Agent in which any ABL Purchase Price shall be
paid by any Term Purchasing Lenders, any other wire information necessary or
advisable for any Term Loan Lender to make such purchase and an executed W-9
from ABL Agent: a. Deposit account and wire transfer instructions for ABL
Purchase Price: [To be completed at the time of delivery] b. W-9 from ABL Agent
[to be] attached hereto.
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EXHIBIT B FORM OF ASSIGNMENT AND ASSUMPTION 3 This Assignment and Assumption
(the "Assignment and Assumption") is dated as of the Effective Date set forth
below and is entered into by and between [the][each]4 Assignor identified in
item 1 below ([the][each, an] "Assignor") and [the][each]5 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]6 hereunder are
several and not joint.]7 Capitalized terms used but not defined herein
(including, for the avoidance of doubt, Annex 1 hereto) shall have the meanings
given to them in the Credit Agreement identified below (as amended, restated,
supplemented or otherwise modified prior to the date hereof in accordance with
the terms and provisions of the Intercreditor Agreement identified below, the
"Credit Agreement") or in the Intercreditor Agreement, as applicable. 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 Assumption as if set forth herein in full. For an agreed
consideration, the receipt and sufficiency of which are hereby acknowledged,
[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 and the Credit Agreement, as
of the Effective Date inserted by the Assignor and Assignee in accordance with
the Intercreditor Agreement 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,
the Loan Documents and any other agreements, 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 [the Assignor (in its capacity as a Lender)][the respective