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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(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 $3,500 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 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Agent and the 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 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 Exhibit I to Exhibit E --------- ------- B hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by - Section 13.3.(A) hereof13.3.1 (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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 Revolving Loan Commitment and Revolving Loans and L/C Obligations under the applicable assignment agreement same investment advisor (which Approved Funds 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 then Lenders hereunder), 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 Borrowersany 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, -------------- the transferor Lender, the Agent and the 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 respective Term Loans and Revolving Loan CommitmentCommitments, 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 Exhibit I to --------- Exhibit E G hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents --------- -------------------- required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 Revolving Loan Commitment Commitment, Facility Letters of Credit 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, if not already a Lender, Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Documents 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 BorrowersBorrower, 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 Revolving Loans and Letter and/or the Aggregate Swing Line Commitment, the Facility Letters of Credit participations 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(B)13.3.2, the transferor -------------- Lender, the Agent and the Borrowers Borrower 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 Revolving Loan CommitmentCommitments (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, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Lenders of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent required by Section 13.3.(A) hereof14.3(a), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 Revolving Loan Commitment and Revolving Commitment, 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowersany Borrower, the Lenders, the Alternate Currency Lenders or the Administrative Agent shall be required to release the transferor Assigning Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Commitment, Loans and Letter of Credit Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(b), the transferor Assigning Lender, the Agent Administrative Agent, the Alternate Currency Lenders and the Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes notes are issued to such transferor Assigning Lender and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their 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 Assigning Lender, 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 Appendix I to Exhibit E G ---------- --------- hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A------- 13.3(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 $3,500 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 Revolving Loan Commitment and Revolving Commitment, 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Agent and the 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 Revolving Loan CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit “I” to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3(i), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Revolving portion of the 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 Eligible Assignee 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, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Outstanding Loan Commitment and Revolving Loans and Letter of Credit participations Amount assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective portions of the Loan, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A12.3(A) hereof, and (ii), ) except in the case of an assignment from a Lender to an Affiliate thereof or to a Purchaser which is not a Lender or an Affiliate thereoffund managed by the same investment manager, payment of a $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 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.3(B), the transferor Lender, the Administrative Agent and the Borrowers Borrower 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 Revolving Loan 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 Appendix Exhibit I to Exhibit E hereto D (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof11.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent by 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 Lender's Revolving Loan Commitment and and/or Outstanding Revolving Loans and L/C Obligations Credit Exposure 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Lender's Revolving Loan Commitment and and/or Outstanding Revolving Loans and Letter of Credit participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)11.3.2, the transferor Lender, the Administrative Agent and Borrower shall, if the Borrowers shall transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, 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 respective Revolving Loan CommitmentCommitment and Outstanding Revolving Credit Exposure, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit “I” to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3(a), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the 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 Eligible Assignee 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, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 13.3(B12.3(b), the transferor Lender, the Administrative Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment, 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")EXHIBIT H hereto, together with any consent consents required by Section 13.3.(A) hereofSECTION 13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowersBorrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Revolver Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)SECTION 13.3, the transferor Lender, the Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Revolver Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I Annex "I" to Exhibit E "J" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent and the Borrowers Borrower 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 Revolving Loan 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 Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required ---------- by Section 13.3.(A13.3(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 $3,500 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 and Revolving Commitment, Loans and 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 55 62 Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrowers ---------------- Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes notes are issued to such transferor Lender and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their 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 I Exhibit 1 to Exhibit E EXHIBIT G hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor's Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19, payment of a $3,500 fee 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 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, if not already a Lender, Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, the Lenders Banks or the Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment Commitments and Revolving Loans (and, if applicable, Swing Line Commitments and Letter of Credit participations Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor LenderBank, the Agent and the Borrowers Borrower shall make appropriate arrangements so that replacement Revolving Notes are issued to such transferor Lender Bank and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Lenders of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent required by Section 13.3.(A) hereof14.3(a), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 Revolving Loan Commitment and Revolving Commitment, 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowersany Borrower, the Lenders, the Alternate Currency Lenders or the Administrative Agent shall be required to release the transferor Assigning Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Commitment, Loans and Letter of Credit Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(b), the transferor Assigning Lender, the Agent Administrative Agent, the Alternate Currency Lenders and the Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes notes are issued to such transferor Assigning Lender and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their 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 2.14(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 to the Lender that was the Assigning Lender, 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment and Assumption, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 ERISAAssumption. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Revolving Credit 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 Borrowersany 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 Loan Credit Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall Borrower 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 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 respective Revolving Loan CommitmentCredit 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 ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ 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 (ia) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, b) payment of a $3,500 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 assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Revolving Loans and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are "constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser assignee 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, if not already a Lender, assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such Purchaserassignee. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall Borrower shall, if the transferor Lender or the assignee desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaserassignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective 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 I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(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 $3,500 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 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Agent and the 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 Revolving Loan 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in ) payment by the case of an assignment to a Purchaser which is not a assigning Lender or an Affiliate thereof, payment of a $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 Agreement 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 and Revolving Loans and L/C Obligations under the applicable assignment agreement are "Assignment Agreement constitutes “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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall Borrower 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 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 Revolving Loan Commitmentrespective Commitments (or, if the Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.. SIDLEY A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP

Effect; Effective Date. Upon recordation in the Register of an assignment following delivery to Administrative Agent of a fully executed Assignment in the form of Exhibit A (together with the required forms and certificates regarding tax matters and other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment may be required to deliver pursuant to Section 5.9) and a processing fee of $3,500 (unless otherwise agreed or waived by Administrative Agent in its sole discretion, and provided that no such registration US-DOCS\135051485.13 and processing fee shall be payable (y) in connection with an assignment by or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an Affiliate or Approved Fund), the assignment shall become effective as specified in the notice, if it complies with this Section 14.3. From such effective date, (i) delivery to the Agent Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, Lender thereunder and (ii)) the assigning Lender thereunder shall, to the extent that the rights and obligations here under have been assigned to the Eligible Assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 4.6. and be released from its obligations hereunder (and, in the case of an assignment to a Purchaser which is not a Lender covering all or the remaining portion of an Affiliate thereof, payment of a $3,500 fee to the Agent for processing such assignmentassigning ▇▇▇▇▇▇’s rights and obligations hereunder, such assignment ▇▇▇▇▇▇ shall become effective on cease to be a party hereto upon 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 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 effectiveness of such assignment); provided, anything contained in any of the Loan Documents to the contrary notwithstanding, such Purchaser, if not already a Lender, assigning Lender shall for all purposes continue to be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, entitled to the same extent benefit of all indemnities hereunder as if it were an original party hereto, and no further consent or action by the Borrowers, the Lenders or the Agent shall be required to release the transferor Lender specified herein with respect to the percentage matters arising out of the Aggregate Revolving Loan Commitment and Revolving Loans and Letter prior involvement of Credit participations assigned to such Purchaserassigning ▇▇▇▇▇▇ as a Lender hereunder. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)an assignment, the transferor Lender, the Administrative Agent and the Borrowers Borrower shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement Revolving Notes are issued and/or new notes, if applicable and requested. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory 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 Revolving Loan Commitment, as adjusted pursuant to such assignmentAdministrative Agent.

Effect; Effective Date. Upon (a) Subject to subsection (b), below, upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 ERISAAgreement. On and after the effective date of such assignmentAssignment Agreement, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Loans and Letter of Credit participations 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(B)12.3.2, the transferor Lender, the Agent and the Borrowers 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 Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser. (b) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the Defaulting Lender or the Purchaser to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the Purchaser of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each case of which the Defaulting Lender and Purchaser hereby irrevocably consent), to (A) pay and satisfy in principal amounts reflecting their Revolving Loan Commitmentfull all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as adjusted pursuant appropriate) its full share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such assignmentcompliance occurs.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Annex I to Exhibit E hereto F (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof10.08(d), and (ii), in ) payment by the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment assigning Bank of a $3,500 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 Revolving Loan Commitment and Revolving Loans and L/C Obligations 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 55 62 Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders Banks and shall have all the rights and obligations of a 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 BorrowersCompany, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Loans and Letter of Credit participations 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(B10.08(e), the transferor LenderBank, the Administrative Agent and the Borrowers shall Company shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, 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 transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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), and 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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersCompany, 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 Commitments and Revolving Loans and Letter of Credit participations Advances assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent and the Borrowers Company shall make appropriate arrangements so that replacement Revolving Notes Notes, if applicable, 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 Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. Upon the request of the Administrative Agent and such Purchaser, the Borrowers will take or cause to be taken such other action, if any, as may be required by applicable law to effect such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment and Assumption, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 ERISAAssumption. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Term Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and and, with respect to any sale of all of the Term Loans of a Term Loan Lender, no further consent or action by the Borrowersany 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 Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaseras a Lender under this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall Borrower 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 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 Revolving Loan Commitmentrespective Term Loans, 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 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 ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ 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 Agent of a notice of assignment, substantially in the form attached as Appendix I Annex "I" to Exhibit E "J" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent and the Borrowers Borrower 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 Revolving Loan 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 an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 Revolving Loan Commitment and Revolving Loans and L/C Obligations Aggregate Outstanding Credit 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 55 62 Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 BorrowersCompany, 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 Revolving Loans and Letter of Aggregate Outstanding Credit participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrowers 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 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 Revolving Loan Commitmentrespective 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 Appendix I to Exhibit E L hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 Revolving Loan Credit 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Credit Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrowers Borrower shall make appropriate arrangements so that replacement Revolving Notes Notes, if any, 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 Revolving Loan Credit 100 101 Commitment, and in exchange for the existing Notes which are being replaced, 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")EXHIBIT H hereto, together with any consent consents required by Section 13.3.(A) hereofSECTION 13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)SECTION 13.3, the transferor Lender, the Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3, the transferor Lender, the Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Revolving Loans and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are "Assignment Agreement constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser Eligible Assignee 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, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent Agent, the LC Issuer and the Borrowers shall Borrower shall, if the transferor Lender or the Eligible Assignee desires that its Outstanding Credit Exposure be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A14.3(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 Four Thousand and 00/100 Dollar ($3,500 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 Revolving Loan Commitment and Revolving Commitment, 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, if not already a Lender, shall for all purposes be a Lender party to this 105 115 Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowersany Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes notes are issued to such transferor Lender Seller and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(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 $3,500 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 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Commitment, Aggregate Debt Purchase Facility Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Agent and the 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 Revolving Loan Commitment and Debt Purchase Facility 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 I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 13.3.(A12.3(b) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of AssignmentAssignment Agreement. The Notice of Such Assignment Agreement 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 and Revolving Loans and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement such 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it such Purchaser were an original party hereto, and no further consent or action by the Borrowers, the Lenders Lenders, the Agent, the LC Issuer, or the Agent Acceptance Lender shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3, the transferor Lender, the Agent Agent, and the Borrowers 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 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 respective Revolving Loan CommitmentCommitments and Term Loans B, 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment and Assumption, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 ERISAAssumption. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Term Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and and, with respect to any sale of all of the Term Loans of a Term Loan Lender, no further consent or action by the Borrowersany 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 Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaseras a Lender under this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall Borrower 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 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 Revolving Loan Commitmentrespective Term Loans, 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 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 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 the later of (i) two Business Days (or such shorter period agreed to by the Agent) after (a) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, b) payment of a $3,500 3,000 fee to the Agent for processing such assignment, such assignment shall become effective on and (ii) the effective date certain specified in such Notice of Assignment, such assignment shall become effective; provided that the Agent hereby waives payment of such fee in connection with any such assignment that shall become effective during the Syndication Period. The Agent shall, solely for this purpose as agent of the Borrower, maintain a copy of each Notice of Assignment delivered to it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the obligations under the Loan Documents owing to each Lender from time to time. The Agent will confirm to any Lender, upon reasonable request, the amount of such Lender's Commitment and the principal amount of the obligations under the Loan Documents owing to such Lender from time to time. 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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no further consent or action by the BorrowersBorrower, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent Agent, and the Borrowers Borrower shall make appropriate arrangements so that replacement Revolving Notes Notes, if applicable, are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, if requested, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan its Commitment, 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")EXHIBIT H hereto, together with any consent consents required by Section 13.3.(A) hereofSECTION 13.3.1, and (ii), in ) payment by the case of an assignment to a Purchaser which is not a transferor Lender or an Affiliate thereof, payment Eligible Assignee of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowersBorrower, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)SECTION 13.3, the transferor Lender, the Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify 68 73 Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit E I hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor’s Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19 or Section 2.20, payment of a $3,500 fee 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 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, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender (in 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 Documents executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowersBorrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment applicable Commitments and Revolving Loans (and, if applicable, Swing Line Commitments and Letter of Credit participations Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor Lender, the Agent and the Borrowers Borrower 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 Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan CommitmentFacility), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon the later of (i) two Business Days (or such shorter period agreed to by the Agent) after (a) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, b) payment of a $3,500 1,000 fee to the Agent for processing such assignment, such assignment shall become effective on and (ii) the effective date certain specified in such Notice of Assignment, such assignment shall become effective; provided that the Agent hereby waives payment of such fee in connection with any such assignment that shall become effective during the Syndication Period. The Agent shall, solely for this purpose as agent of the Borrower, maintain a copy of each Notice of Assignment delivered to it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the obligations under the Loan Documents owing to each Lender from time to time. The Agent will confirm to any Lender, upon reasonable request, the amount of such Lender's Revolving Commitment and the principal amount of the obligations under the Loan Documents owing to such Lender from time to time. 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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no further consent or action by the BorrowersBorrower, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent Agent, and the Borrowers Borrower shall make appropriate arrangements so that replacement Revolving Notes Notes, if applicable, are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, if requested, are issued to such Purchaser, in each case in principal amounts reflecting their its Revolving Commitment and amounts owed to it under its outstanding Revolving Loan Commitmentand Term Loan, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, assignment substantially in the form attached as Appendix Exhibit I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")hereto, together with any consent consents required by Section 13.3.(A) hereof14.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Credit Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Credit Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, the Lenders or the Agent Agents shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)14.3, the transferor Lender, the Administrative Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 14.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

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 Appendix I to Exhibit E D hereto (a ---------- --------- "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A------- 13.3(A) hereof, hereof and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 and Revolving Commitment, 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loan Commitment and Revolving Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor LenderSeller, the Agent --------------- Administrative Agent, the applicable Alternate Currency Bank and the Borrowers applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes notes are issued to such transferor Lender Seller and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their 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, assignment substantially in the form attached as Appendix EXHIBIT I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")hereto, together with any consent consents required by Section 13.3.(A) hereofSECTION 13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender or an original signatory hereto, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowersBorrower, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)SECTION 13.3.2, the transferor Lender, the Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and Borrower of a notice of assignment, substantially in the form attached as Appendix I Exhibit “I” to Exhibit E B hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by 106 107599586\V-16 US_Active\115440519\V-15 Section 13.3.(A) hereof12.3(a), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.3(b), the transferor Lender, the Administrative Agent and the Borrowers Borrower 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 Revolving Loan 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 (ia) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an executed Assignment and Assumption, together with any consent consents required by Section 13.3.(ASections 13.3.1 and 13.3.2, , (b) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent) and (c) the delivery by the Purchaser (other than a Purchaser that is a Lender) to the Administrative Agent of an Administrative Questionnaire, 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 Revolving Loan Commitment and Revolving Loans and L/C Obligations 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 55 62 Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretothereto, and no the transferor Lender shall be released with respect to the Commitment and Loans assigned to such Purchaser without any further consent or action by the BorrowersBorrower, the Lenders or the Agent Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.3 shall be required to release the transferor treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such PurchaserSection 13.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.3, the transferor Lender, the Administrative Agent and the Borrowers shall Borrower 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 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 Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required --------- by Section 13.3.(A13.3(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 $3,500 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 and Revolving Commitment, Loans and 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 55 62 Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrowers ---------------- Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes notes are issued to such transferor Lender and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Administrative Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3, the transferor Lender, the Administrative Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (a) Subject to subsection (b), below, upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 ERISAAgreement. On and after the effective date of such assignmentAssignment Agreement, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Loans and Letter of Credit participations 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(B)12.3.2, the transferor Lender, the Agent and the Borrowers 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 Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser. (b) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the Defaulting Lender or the Purchaser to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the Purchaser of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each case of which the Defaulting Lender and Purchaser hereby irrevocably consent), to (A) pay and satisfy in principal amounts reflecting their Revolving Loan Commitmentfull all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as adjusted pursuant appropriate) its full share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such assignmentcompliance occurs.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")G hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowersBorrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Revolver Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3, the transferor Lender, the Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Revolver Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3, the transferor Lender, the Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A) 12.3.1 hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand Dollar ($3,500 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 Revolving Loan Commitment and Revolving Commitment, Loans and L/C 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 55 62 Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor LenderSeller, the Administrative Agent and the Borrowers shall make appropriate arrangements so that replacement Revolving Notes notes are issued to such transferor Lender Seller and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment and Assumption, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 ERISAAssumption. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Term Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and and, with respect to any sale of all of the Term Loans of a Term Loan Lender, no further consent or action by the Borrowersany 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 Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaseras a Lender under this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall Borrower 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 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 Revolving Loan Commitmentrespective Term Loans, 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 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 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. 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. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 Agreement 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 and Revolving Loans and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are Assignment Agreement constitutes "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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 Borrowersany 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 Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent and the Borrowers 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 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 Revolving Loan Commitmentrespective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A13.3(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 $3,500 fee to the Global 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 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowers, the Lenders or the Global Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Commitment, Loans and Letter of Credit the Syndicated Canadian Loan participations and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and the Borrowers shall Harley shall, if requested by such transferor Lender or Purchaser, 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 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 Exhibit I to Exhibit E D --------- --------- hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together -------------------- with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 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, if not already a Lender, Purchaser shall for all purposes be a Lender (and, if applicable, a Facility B Lender) party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a 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 BorrowersBorrower, 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 Facility B Commitment and Revolving Facility A Loans and Letter of Credit participations and/or Facility B Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor -------------- Lender, the Agent and the Borrowers Borrower 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 Revolving Loan CommitmentCommitments (and, if applicable, their respective Facility B 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 I Exhibit 1 to Exhibit E G hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor’s Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19 or Section 2.20, payment of a $3,500 fee 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 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, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender (in 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 Documents executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowersBorrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment applicable Commitments and Revolving Loans (and, if applicable, Swing Line Commitments and Letter of Credit participations Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor Lender, the Agent and the Borrowers Borrower 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 Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan CommitmentFacility), 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Revolving Loans and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser Eligible Assignee 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, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent Agent, the LC Issuer and the Borrowers shall Borrower shall, if the transferor Lender or the Eligible Assignee desires that its Outstanding Credit Exposure be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective 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 Appendix I Exhibit "A" to Exhibit E I hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), --------- together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a -------------- $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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Credit Document executed by the Lenders and shall have all the rights and obligations of a 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 Borrowerseither 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 Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent and the -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes promissory notes are issued to such the transferor Lender and a new Revolving Notes promissory notes or, as appropriate, replacement Revolving Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan 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 an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, -------------- and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 Revolving Loan Commitment and Revolving Syndicated Loans and L/C Obligations 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 55 62 Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Syndicated Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, -------------- the transferor Lender, the Administrative Agent and the Borrowers shall Borrower shall, if the transferor Lender or the Purchaser desires that its Syndicated Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, 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 Revolving Loan Commitmentrespective Commitments (or, after the earlier of the Conversion Date or the Commitment Termination Date, their respective Outstanding Credit Exposure), 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment and Assumption, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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 ERISAAssumption. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Revolving Credit 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 Borrowersany 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 Loan Credit Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall Borrower 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 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 respective Revolving Loan CommitmentCredit 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 ▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ 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 108 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. • Dissemination of Information. The Borrower and the Company authorize each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such ▇▇▇▇▇▇’s possession concerning the creditworthiness of the Borrower, the Company and its Subsidiaries; provided that each Transferee and prospective Transferee agrees in writing to be bound by Section 10.11 of this Agreement. • Defaulting Lenders. No such assignment will be made to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions hereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Facility Letters of Credit in accordance with its Revolving Credit Commitment. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix Exhibit I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrowers, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit “I” to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3(a), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by - 63 - 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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the 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 Eligible Assignee 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, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 13.3(B12.3(b), the transferor Lender, the Administrative Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery Subject to acceptance and recording thereof by Agent pursuant to Section 13.3(g), from and after the effective date specified in each Assignment and Assumption Agreement, the Assignee thereunder shall be a party to this Agreement and, to the Agent extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a notice of assignment, substantially in Lender under this Agreement and the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereofother Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement and the other Loan Documents (ii)and, in the case of an assignment Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee party hereto but shall continue to be entitled to the Agent for processing such assignment, such assignment shall become effective on benefits of Section 3.1 and Section 10.6 with respect to facts and circumstances occurring prior to the effective date specified of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement and the other Loan Documents that does not comply with this Section 13.3(f) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Notice of Assignmentrights and obligations in accordance with Section 13.2. The Notice of Assignment and Assumption Agreement shall contain a representation by the Purchaser Assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Revolving the applicable Pro Rata Share of the Loans and L/C Obligations under the applicable assignment agreement are "constitutes “plan assets" ” as defined under Section 3(42) of ERISA and that the rights and interests of the Purchaser Assignee in and under the Loan 55 62 Documents will not be "“plan assets" ” under Section 3(42) of ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the or on behalf of Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretothereto, and no the transferor Lender shall be released with respect to the Commitment and the applicable Pro Rata Share of the Loans assigned to such Assignee without any further consent or action by the BorrowersBorrower, the Lenders or Agent. In the Agent case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.3 shall be required to release the transferor treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such PurchaserSection 13.2. Upon the consummation of any assignment to a Purchaser an Assignee pursuant to this Section 13.3(B13.3(f), the transferor Lender, the Agent and Borrower shall, subject to the Borrowers shall provisions in Section 13.3(g) below, make appropriate arrangements so that new Notes or, as appropriate, replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such PurchaserAssignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective 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 Appendix I Exhibit "A" to Exhibit E I hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with --------- any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Credit Document executed by the Lenders and shall have all the rights and obligations of a 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 Borrowerseither 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 Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent and the -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes promissory notes are issued to such the transferor Lender and a new Revolving Notes promissory notes or, as appropriate, replacement Revolving Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan 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, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the DIP Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowersCredit Parties, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Agent and the 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E hereto C (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii)) effective on and after January 9, in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof2001, payment of a $3,500 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 Administrative Agent and the Borrowers to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Revolving Loans and L/C Obligations Outstanding Credit Exposure 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrowers 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 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 Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A13.3(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 $3,500 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 Revolving Loan Commitment and Revolving Commitment, 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loan Commitment and Revolving Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor LenderSeller, the Agent Agent, the Alternate Currency Bank and the Borrowers Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes notes are issued to such transferor Lender Seller and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, 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 Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A14.3(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 Four Thousand and 00/100 Dollar ($3,500 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 Revolving Loan Commitment and Revolving Commitment, 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 99 109 assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowersany Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment and Revolving Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Revolving Notes notes are issued to such transferor Lender Seller and new Revolving Notes notes or, as appropriate, replacement Revolving Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, 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 (ia) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, b) payment of a $3,500 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 assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Revolving Loans and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are "constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser assignee 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, if not already a Lender, assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loans and Letter of Outstanding Credit participations Exposure assigned to such Purchaserassignee. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and any Borrower shall, if the Borrowers shall transferor Lender or the assignee desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaserassignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the DIP Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")F hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the DIP Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor DIP Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a DIP Lender party to this the Agreement and any other DIP Loan Documents Document executed by the DIP Lenders and shall have all the rights and obligations of a DIP Lender under the DIP Loan Documents, Documents to the same extent as if it were such Eligible Assignee was an original party heretothereto, and no further consent or action by the Borrowers, the DIP Lenders or the DIP Agent shall be required to release the transferor DIP Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment such DIP Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor DIP Lender, the DIP Agent and the Borrowers shall make appropriate arrangements so that replacement Revolving Notes are issued to such transferor DIP Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor DIP Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor DIP Lender shall no longer have any obligation to indemnify DIP Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to DIP Agent to indemnify DIP Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit 1 to EXHIBIT I to Exhibit E hereto (a "NOTICE OF ASSIGNMENTNotice of 60 Assignment"), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor's Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19, payment of a $3,500 fee 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 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, if not already a Lender, Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, the Lenders Banks or the Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment Commitments and Revolving Loans (and, if applicable, Swing Line Commitments and Letter of Credit participations Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor LenderBank, the Agent and the Borrowers Borrower shall make appropriate arrangements so that replacement Revolving Notes are issued to such transferor Lender Bank and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan 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 Appendix Exhibit I to Exhibit E G hereto (a "NOTICE OF ASSIGNMENTNotice of --------- --------- --------- Assignment"), together with any consent consents required by Section 13.3.(A) hereof13.3.1, ---------- -------------- and (ii), in ) payment by the case of an assignment to a Purchaser which is not a assigning Lender or an Affiliate thereof, payment of a $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 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent -------------- and the Borrowers Borrower 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 Revolving Loan 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 Appendix I Exhibit “I” to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3(i), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the 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 Eligible Assignee 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, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowersBorrower, 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 Revolving Loan Commitment and Revolving Loans and Letter of Credit participations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan 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 Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a the $3,500 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 Revolving Loan Commitment Commitment, Loans, participation in Facility Letters of Credit and Revolving Swing Line Loans and L/C Obligations 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 55 62 Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Loans and Letter Commitment, Loans, participation in Facility Letters of Credit participations and Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent and the 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 Revolving Loan 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 Percentages of each of the Lenders and shall distribute such revised Schedule 1 to each of the Lenders and Astec and such revised Schedule 1 shall replace the old Schedule 1 and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Appendix I Annex "I" to Exhibit E "I" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 Revolving Loan Commitment Commitment, Facility Letters of Credit 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, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any of the BorrowersBorrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage its Percentage of the Aggregate Revolving Loan Commitment and Revolving Loans and Letter Commitment, Facility Letters of Credit participations and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent and the Borrowers Borrower 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 Revolving Loan CommitmentCommitments, 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 Percentages of each of the Lenders and shall distribute such revised Schedule "I" to the Lenders and the Borrower and such revised Schedule "1" shall replace the old Schedule "1" and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")EXHIBIT G hereto, together with any consent consents required by Section 13.3.(A) hereofSECTION 13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowersBorrower, 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 Revolving Loan Commitment such Lender and Revolving Loans and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)SECTION 13.3, the transferor Lender, the Agent and the Borrowers Borrower 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E F hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A12.3(A) hereof, and (ii), ) except in the case of an assignment from a Lender to an Affiliate thereof or to a Purchaser which is not a Lender or an Affiliate thereoffund managed by the same investment manager, payment of a $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 and Revolving Commitment, 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, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a 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 Borrowers, 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 Revolving Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.3(B), the transferor Lender, the Administrative Agent and the 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 Revolving Loan CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment.