Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.1, and (ii) payment of a $3,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I 1 to --------- Exhibit G hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- required by Section 13.3.1, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,000 4,000.00 fee (or, in the case of an assignment to the assignor’s Affiliate or by reason of the provisions of Section 2.19 or Section 2.20, a $2,000 fee) to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Revolving Credit Lender (and, if applicable, a Swing Line Lenderin the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (and if as applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate applicable Commitments and Loans (and, if applicable, Swing Line Commitment, the Facility Letters of Credit Commitments and Committed Loans and/or Swing Line Loans Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.03(b), the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Credit Commitments (and, if applicable, their respective Swing Line Commitmentsin the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan Facility), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of an assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Commitment and Outstanding Credit and Loans Exposure under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of and Outstanding Credit and Committed Loans and/or Swing Line Loans Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Purchaser's (i) delivery ---------------------- to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "A" to --------- Exhibit G "F" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to -------------- the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Credit Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of and Outstanding Credit and Committed Loans and/or Swing Line Loans Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the -------------- Agent and the Borrower shall make appropriate arrangements so that a replacement Notes are Note is issued to such the transferor Lender and a new Notes oror replacement Note, as appropriate, replacement Notes, are is issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of a new or replacement Note, the transferor Lender shall return its old Note to Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G "D" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G E hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.113.3.(A) hereof, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, Revolving Loan Commitment and their respective Swing Line Commitments)Term Loans, as adjusted pursuant to such assignment.. -92- 100

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G F hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.1, and (ii) payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignmentassignment (except for transfer to an Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- ---------- Exhibit G C hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required ---------- by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent -------------- for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment by a Lender to an Affiliate or successor entity of such Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Revolving Loan Commitment or Loans under the applicable assignment agreement are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the ---------------- Administrative Agent and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments Revolving Loan Commitment (andor from and after the Conversion Date, if applicable, their respective Swing Line Commitmentsthe outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of an assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 4,000 fee to the Administrative Agent -------------- for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Lenders, the Administrative Agent or the Syndication Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used Sidley Xxxxxx Xxxxx & Xxxx 101 to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Annex "I" to Exhibit I to --------- Exhibit G "J" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 2,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. In addition, within a reasonable time after the effective date of any assignment, the Agent shall, and is hereby authorized and directed to, revise Schedule "1" reflecting the revised commitments and percentages of each of the Lenders and shall distribute such revised Schedule "1" to each of the Lenders and the Borrower, whereupon such revised Schedule shall replace the old Schedule and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I and substance reasonably satisfactory to --------- Exhibit G hereto Administrative Agent (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.1, and (ii) payment of a $3,000 3,500 fee by the assigning Lender to the Administrative Agent -------------- for processing such assignmentassignment (except for transfer to an Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the 107 Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice ---------------------- of assignment, substantially in the form attached as Exhibit Appendix I to Exhibit D ---------- --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.112.3(A) hereof, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for ----------- processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers, Subsidiary Obligors or the Lenders and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line CommitmentCommitments, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(B), if requested --------------- by the transferor Lender or Purchaser, the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (andCommitments, as adjusted pursuant to such assignment provided if applicableno such request is made, the master Note(s) shall reflect their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G E hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.113.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit 1 to EXHIBIT I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.1, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,000 4,000.00 fee (or, in the case of an assignment to the assignor's Affiliate or by reason of the provisions of Section 2.19, a $2,000 fee) to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) Bank party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Banks or the Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans or interests therein assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.03(b), the transferor -------------- LenderBank, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignmentthe principal amounts of the Loans held by them.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred credit extensions, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred credit extensions to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of a ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to Exhibit --------- Exhibit G ------- B hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by - Section 13.3.113.3.1 (provided however, that no consent shall be required for an -------------- assignment from a Lender to any other Lender or to an Affiliate or Approved Fund of any Lender), and (ii) payment of a $3,000 3,500 fee to the Agent -------------- by the assigning Lender for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice ; provided, however, -------- ------- that no such fee shall be payable in the case of Assignment shall contain an assignment to another Lender, an Affiliate of a representation Lender or an Approved Fund; and provided further that, -------- ------- in the case of contemporaneous assignments by a Lender to more than one Approved Fund managed by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitmentsame investment advisor (which Approved Funds are not then Lenders hereunder), Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not only a single $3,500 fee shall be "plan assets" under ERISApayable for all such contemporaneous assignments. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders Lenders, the Swing Loan Lenders, the Issuing Lenders, the Alternate Currency Banks or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, -------------- the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Term Loans and Revolving Loan Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Appendix II to Exhibit I to --------- Exhibit G E hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.(A) hereof, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(B), the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, Revolving Loan Commitment and their respective Swing Line Commitments)Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Purchaser's (i) delivery ----------------------- to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "A" to --------- Exhibit G "F" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, -------------- and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Credit Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Lenders, the LC Issuer or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of and Outstanding Credit and Committed Loans and/or Swing Line Loans Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the -------------- Agent and the Borrower shall make appropriate arrangements so that a replacement Notes are Note is issued to such the transferor Lender and a new Notes oror replacement Note, as appropriate, replacement Notes, are is issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of a new or replacement Note, the transferor Lender shall return its old Note to Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "A" to --------- Exhibit G EXHIBIT "E" hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- required by Section 13.3.1SECTION 12.3.1, and (ii) payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment ; provided, however, no such fee shall contain a representation be payable in connection with the General Syndication by the Purchaser to Co-Arrangers or the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISACo-Agents. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Credit Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of and Outstanding Credit and Committed Loans and/or Swing Line Loans Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2SECTION 12.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such the transferor Lender and new Notes oror replacement Notes, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Revolving Loan Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment")an Assignment and Assumption, together with any consents --------- -------------------- required by Section 13.3.1, and (ii) payment of a $3,000 3,500 fee to the Administrative Agent -------------- (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAAssumption. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Revolving Credit Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Revolving Credit Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowerany Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Credit Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced 118 by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Revolving Credit Commitments), as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5, 4.9 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Xxxxxxxx, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Xxxxxxx shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon prior reasonable notice.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and Borrower of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I “I” to --------- Exhibit G B hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- required by 106 107599586\V-16 US_Active\115440519\V-15 Section 13.3.112.3(a), and (ii) payment of a $3,000 3,500 fee by the assignor or assignee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender (other than a transferor Lender transferring to an Affiliate of such Lender unless such Affiliate is a Qualified Institution) shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(b), the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. In no event shall the Borrower be required to incur any costs or expenses to effect any such assignments.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G C hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment by the parties to such assignment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G C hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.112.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrower or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(B), the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Purchaser's (i) ---------------------- delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit "A" to Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), --------- together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a -------------- $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Credit Documents, to the same extent as if it were an original party hereto, and no further consent or action by the either Borrower, the Lenders Lenders, the LC Issuer or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of and Outstanding Credit and Committed Loans and/or Swing Line Loans Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit 1 to Exhibit I to --------- Exhibit G hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- required by Section 13.3.1, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,000 4,000.00 fee (or, in the case of an assignment to the assignor’s Affiliate or by reason of the provisions of Section 2.19 or Section 2.20, a $2,000 fee) to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Revolving Credit Lender (and, if applicable, a Swing Line Lenderin the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (and if as applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate applicable Commitments and Loans (and, if applicable, Swing Line Commitment, the Facility Letters of Credit Commitments and Committed Loans and/or Swing Line Loans Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.03(b), the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Credit Commitments (and, if applicable, their respective Swing Line Commitmentsin the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan Facility), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent and the Alternate Currency Bank of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or the assignor (as agreed) to the Agent -------------- for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the 117 rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Lenders, the Alternate Currency Bank or the Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- LenderSeller, the Agent Agent, the Alternate Currency Bank and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, Revolving Loan Commitment and their respective Swing Line Commitments)Term Loans, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrower shall not, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G D hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment by the assigning party of a $3,000 2,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the 57 consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G EXHIBIT D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- required by Section 13.3.1SECTION 12.3.1, and (ii) payment of a $3,000 3,500 fee by the assignor or assignee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make -73- 79 the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2SECTION 12.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G E hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- consent required by Section 13.3.113.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the ---------------------- Administrative Agent of ---------------------- a notice of an assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to the Administrative Agent for -------------- for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of an assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAassignment. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Administrative Agent and 51 the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2.2.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice ---------------------- of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G ---------- --------- hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.1------- 13.3(A) hereof, and (ii) payment of a $3,000 2,500 fee by the assignee or assignor (as ------- agreed) to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Agent and the Borrower Borrowers shall --------------- make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, Revolving Loan Commitment and their respective Swing Line Commitments)Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- ---------- Exhibit G D hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required ---------- by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent -------------- for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of an assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3(a), and (ii) payment of a $3,000 reasonable fee to the Agent -------------- for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(b), the transferor -------------- Lender, the Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment")an Assignment Agreement, together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment Assignment Agreement shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAAgreement. On and after the effective date of such assignmentAssignment Agreement, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, 56 ________________________________________________________________________________________________________ and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G J hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 4,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Revolving Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Credit Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (andRevolving Credit Commitment, if applicable, their respective Swing Line Commitments)and in exchange for the existing Notes AMENDED AND RESTATED CREDIT AGREEMENT -76- 84 which are being replaced, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan 99 109 assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- ---------- Exhibit G C hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required --------- -------------------- required by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent -------------- for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment by a Lender to an Affiliate or successor entity of such Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Revolving Loan Commitment or Loans under the applicable assignment agreement are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the ---------------- Administrative Agent and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments Revolving Loan Commitment (andor from and after the Conversion Date, if applicable, their respective Swing Line Commitmentsthe outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I “I” to --------- Exhibit G D hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee by the assignor or assignee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided however that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a ---------------------- a notice of assignment, substantially in the form attached as Exhibit I 1 to --------- Exhibit G hereto E (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents required --------- -------------------- required by Section 13.3.1, and (ii) payment of a $3,000 3,500 fee to the Agent for -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit LC Interests and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Lenders, the Swing Line Lender or the LC Issuers or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor -------------- Lender, the Agent -------------- and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G C hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.112.3.1 hereof, and (ii) payment of a Four Thousand Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignmentassignment and (iii) the completion of the recording requirements in Section 12.3.3, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans other Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Revolving Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G "L" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.115.3.1, and (ii) payment by the Lender of a $3,000 4,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans (and, if applicable, the Swing Line Commitment and Swing Line Loans) under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate and Loans (and any Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Commitment or Swing Line Loans Loan) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.215.3.2, the transferor -------------- Lender, 112 the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit 1 to EXHIBIT I to --------- Exhibit G hereto (a "Notice of 60 Assignment"), together with any consents --------- -------------------- required by Section 13.3.1, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,000 4,000.00 fee (or, in the case of an assignment to the assignor's Affiliate or by reason of the provisions of Section 2.19, a $2,000 fee) to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) Bank party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Banks or the Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Commitment and/or the Aggregate Commitments and Loans (and, if applicable, Swing Line Commitment, the Facility Letters of Credit Commitments and Committed Loans and/or Swing Line Loans Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.03(b), the transferor -------------- LenderBank, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Sidley Xxxxxx Xxxxx & Xxxx 104 Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I 1 to --------- Exhibit EXHIBIT G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.1, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,000 4,000.00 fee (or, in the case of an assignment to the assignor's Affiliate or by reason of the provisions of Section 2.19, a $2,000 fee) to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) Bank party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Banks or the Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Commitment and/or the Aggregate Commitments and Loans (and, if applicable, Swing Line Commitment, the Facility Letters of Credit Commitments and Committed Loans and/or Swing Line Loans Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.03(b), the transferor -------------- LenderBank, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G "H" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 2,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to Exhibit --------- Exhibit G ------- B hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by - Section 13.3.113.3.1 (provided however, that no consent shall be required for an -------------- assignment from a Lender to an Affiliate of the Lender), and (ii) payment of a $3,000 3,500 fee to the Agent -------------- by the assigning Lender for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders, the Swing Loan Lenders, the Issuing Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section ------- 13.3.2, the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make ------ appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Term Loans and Revolving Loan Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice ---------------------- of assignment, assignment substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment")E hereto, together --------- with any consents --------- -------------------- required by Section 13.3.1, and (ii) payment of a $3,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAassignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this the Agreement and any other Loan DIP Financing Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) Lenders under the Loan Documents, DIP Financing Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit such Lender and Committed Loans and/or Swing Line Loans Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. The transferring Lender shall continue to be entitled to the benefits of all indemnities applicable to the period prior to the effective date of the assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a $3,000 2,500 fee to the Administrative Agent -------------- for processing such assignment, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Revolving Loan Commitment, Loans and Letter of Credit, and Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser; provided, however, that notwithstanding the foregoing, the Seller shall retain the benefit of the indemnification obligations of the Parent and its Subsidiaries under this Agreement and the other Loan Documents for the period prior to the effective date of such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (andRevolving Loan Commitment, if Tranche A Term Loans or Tranche B Term Loans, as applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G F hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.112.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(B), the transferor -------------- Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, Revolving Loan Commitment and their respective Swing Line Commitments)Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "1" to --------- Exhibit G "H" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 4,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit APPENDIX I to --------- Exhibit G EXHIBIT F hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- required by Section 13.3.1SECTION 12.3(A) hereof, and (ii) payment of a $3,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Aggregate Acquisition Loan Commitment, Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2SECTION 12.3(B), the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (andRevolving Loan Commitment, if applicable, Acquisition Loan Commitment and their respective Swing Line Commitments)Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- ---------- Exhibit G C hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required --------- -------------------- required by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent -------------- for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment by a Lender to an affiliate or successor entity of such Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Commitment or Loans under the applicable assignment agreement are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2------- 13.3(B), the transferor -------------- Lender, the Administrative Agent and the Borrower shall ------- make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments Commitment (andor from and after the Funding Date, if applicable, their respective Swing Line Commitmentsthe outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such 113 Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent -------------- for processing such assignmentassignment (other than an assignment by a Lender to an affiliate of such Lender or an Approved Fund of such Lender), and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Revolving Loan Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Revolving Loan Commitment, Loans and Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers -108- 119 shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this 105 115 Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of an assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 5,000 fee to the Agent -------------- for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) Bank party to this Agreement and any other Loan Document executed by or on behalf of the Lenders Banks and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Banks or the Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.28.13.2, the transferor -------------- LenderBank, the Agent and the Borrower shall shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)and outstanding Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G L hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment, provided that the effective date shall be at least five Business Days after delivery to the Administrative Agent of such notice of assignment unless otherwise agreed to by the Administrative Agent. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Revolving Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Credit Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes Notes, if any, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (andRevolving Credit 100 101 Commitment, if applicable, their respective Swing Line Commitments)and in exchange for the existing Notes which are being replaced, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Purchaser’s (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit “A” to Exhibit I to --------- Exhibit G hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee (except in the case of an assignment from a Lender to its Affiliate or Approved Fund) to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Credit Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders Lenders, the LC Issuer or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of and Outstanding Credit and Committed Loans and/or Swing Line Loans Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. Upon the Purchaser’s receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G "H" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment, and the Notes so replaced are returned to the Borrower marked "replaced."

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice ---------------------- of assignment, substantially in the form attached as Exhibit Appendix I to Exhibit D ---------- --------- Exhibit G hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.112.3(A) hereof, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for ----------- processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers, Subsidiary Obligors or the Lenders and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line CommitmentCommitments, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(B), if requested --------------- by the transferor Lender or Purchaser, the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of an assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 4,000 fee to the Agent -------------- for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. 12.4.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G E hereto (a "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.113.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I 1 to --------- Exhibit G H hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.1, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,000 4,000.00 fee (or, in the case of an assignment to the assignor's Affiliate or by reason of the provisions of Section 2.19, a $2,000 fee) to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) Bank party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Banks or the Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Commitment and/or the Aggregate Commitments and Loans (and, if applicable, Swing Line Commitment, the Facility Letters of Credit Commitments and Committed Loans and/or Swing Line Loans Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.03(b), the transferor -------------- LenderBank, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and Borrower of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I “I” to --------- Exhibit G B hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- required by Section 13.3.112.3(a), and (ii) payment of a $3,000 3,500 fee by the assignor or assignee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender (other than a transferor Lender transferring to an Affiliate of such Lender unless such Affiliate is a Qualified Institution) shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(b), the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. - 123 - US_ACTIVEActive\121281000\V-110 (c) Register. Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Xxxxxxxx, shall maintain at one of its U.S. offices a copy of each Notice of Assignment delivered to it and shall record in its records the names and addresses of the Lenders hereunder and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof (the “Register”). The Register shall be conclusive absent manifest error, and Xxxxxxxx, Administrative Agent and Xxxxxxx shall treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. This Section 12.3(c) shall be construed so that the Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or the regulations promulgated thereunder). The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and upon reasonable prior notice. 12.4.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment")an Assignment and Assumption, together with any consents --------- -------------------- required by Section 13.3.1, and (ii) payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAAssumption. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Revolving Credit Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Revolving Credit Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowerany Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Credit Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Revolving Credit Commitments), as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5, 4.9 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Company, the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Agent Administrative Agent, the Company and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), the Loans owing to the Purchaser and the Seller as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, neither the Company nor the Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- ---------- Exhibit G D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required --------- -------------------- required by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent -------------- for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G "F" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 4,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G "K" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.115.3.1, and (ii) payment by the Lender of a $3,000 4,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans (and if applicable, the Swing Line Commitment and Swing Line Loans) under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate and Loans 105 (and any Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Commitment or Swing Line Loans Loan) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.215.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Purchaser's (i) delivery ---------------------- to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit "A" to Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with --------- any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to -------------- the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Credit Documents, to the same extent as if it were an original party hereto, and no further consent or action by the either Borrower, the Lenders Lenders, the LC Issuer or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of and Outstanding Credit and Committed Loans and/or Swing Line Loans Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Annex I to --------- Exhibit G hereto F (a "“Notice of Assignment"”), together with any consents --------- -------------------- required by Section 13.3.110.08(d), and (ii) payment by the assigning Bank of a $3,000 4,000 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) Bank party to this Agreement and any other Loan Document executed by or on behalf of the Lenders Banks and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerCompany, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.210.08(e), the transferor -------------- LenderBank, the Administrative Agent and the Borrower shall Company shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment")an Assignment Agreement, together with any consents --------- -------------------- required by Section 13.3.111.08(d), and (ii) payment by the assigning Bank of a $3,000 4,000 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of AssignmentAssignment Agreement. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans under the applicable assignment agreement are "constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) Bank party to this Agreement and any other Loan Document executed by or on behalf of the Lenders Banks and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowerany Loan Party, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans applicable Loan assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.211.08(e), the transferor -------------- LenderBank, the Administrative Agent and the Borrower shall Company shall, if the transferor Bank or the Purchaser desires that its Loan be evidenced by a Note, make appropriate arrangements so that replacement Notes are issued to such transferor Lender and a new Notes Note or, as appropriate, a replacement NotesNote is issued to such transferor Bank and a new Note or, are as appropriate, a replacement Note, is issued to such Purchaser, in each case in principal amounts amount reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)its then applicable Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice ---------------------- of assignment, substantially in the form attached as Exhibit I to Exhibit D --------- Exhibit G --------- hereto (a "Notice of Assignment"), together -------------------- with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 fee -------------- to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Facility B Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Facility B Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit B Commitment and Committed Facility A Loans and/or Swing Line Facility B Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Facility B Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G C hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.112.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrower or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(B), the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G "H" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 2,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On on and after the effective date of such assignment, such Purchaser purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of an assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 4,000 fee to the Agent -------------- for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans Term Loan assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loan be evidenced by a Note, make appropriate arrangements so that a new Note or, as appropriate, a replacement Notes are Note is issued to such transferor Lender and a new Notes Note or, as appropriate, a replacement NotesNote, are is issued to such Purchaser, in each case in a principal amounts amount reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)its outstanding Loan, as adjusted pursuant to such assignment. 12.4.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G E hereto (a "“Notice of Assignment"”), together with any consents --------- -------------------- consent required by Section 13.3.113.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,000 5,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I "I" to --------- Exhibit G "J" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.115.3.1, and (ii) payment by the Lender of a $3,000 4,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.215.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,000 4,000) fee by the assignor to the Administrative Agent -------------- for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(B), the transferor -------------- LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G H annexed hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.111.3.1, and (ii) payment of a $3,000 2,500 fee to the Administrative Agent -------------- for processing such assignmentassignment (provided that such fee shall not be required if such assignment is to an existing Lender or an Affiliate thereof), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights fights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerCompany, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit Commitments and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.211.3.2, the transferor -------------- Lender, the Administrative Agent and the Borrower Company shall make appropriate arrangements so that replacement Notes Notes, if applicable, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G E hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.113.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Aggregate Debt Purchase Facility Letters Commitment, Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment and Debt Purchase Facility Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the later of such date when the requirements in clause (i), (ii) and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative ---------------------- Agent and the applicable Alternate Currency Bank of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a ---------- --------- "Notice of Assignment"), together with any consents --------- -------------------- consent required by Section 13.3.1, ------- 13.3(A) hereof and (ii) payment of a $3,000 fee by the assignee or the ------- assignor (as agreed) to the Administrative Agent -------------- for processing such assignmentassignment other than with respect to an assignment between a Lender and an Affiliate thereof, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or ----------- ---- ----- the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Lenders, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- LenderSeller, the Agent --------------- Administrative Agent, the applicable Alternate Currency Bank and the applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrowers shall not, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or --------------- transferee any sum in excess of the sum which the Borrowers would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of an ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 4,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the applicable Alternate Currency Bank of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,000 3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent -------------- for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Lenders, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- LenderSeller, the Agent Administrative Agent, the applicable Alternate Currency Bank and the applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued 104 to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrowers shall not, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrowers would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit Appendix I to --------- Exhibit G E hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents --------- -------------------- consent required by Section 13.3.113.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Revolving Loan Commitment and Revolving Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan 55 62 Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters and Revolving Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor -------------- Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Appendix II to Exhibit I to --------- Exhibit G E hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.(A) hereof, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Facility Letters of Credit Loans and Loans L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Revolving Loan Commitment, the Facility Letters Loans and Letter of Credit and Committed Loans and/or Swing Line Loans participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to 100 this Section 13.3.212.3(B), the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, Revolving Loan Commitment and their respective Swing Line Commitments)Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Annex "I" to Exhibit I to --------- Exhibit G "J" hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 3,500 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment. In addition, within a reasonable time after the effective date of any assignment, the Agent shall, and is hereby authorized and directed to, revise Schedule "1" reflecting the revised commitments and percentages of each of the Lenders and shall distribute such revised Schedule "1" to each of the Lenders and the Borrower, whereupon such revised Schedule shall replace the old Schedule and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the ---------------------- Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Exhibit I J to --------- Exhibit G H hereto (a "Notice of --------- --------- --------- Assignment"), together with any consents --------- -------------------- required by Section 13.3.1, ---------- -------------- and (ii) payment by the assigning Lender of a $3,000 3,500 fee to the Administrative Agent -------------- for processing such assignmentassignment (unless the assignment is to an affiliate of the Lender in which case no fee shall be charged), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor -------------- Lender, the -------------- Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments)Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of an ---------------------- a notice of assignment, substantially in the form attached as Exhibit I to --------- Exhibit G hereto (a "Notice of Assignment"), together with any consents --------- -------------------- required by Section 13.3.112.3.1, and (ii) payment of a $3,000 4,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Commitment and Outstanding Credit and Loans Exposure under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowerany Credit Party, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and/or the Aggregate Swing Line Commitment, the Facility Letters of and Outstanding Credit and Committed Loans and/or Swing Line Loans Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor -------------- Lender, the Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.