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) 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 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 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100

Effect; Effective Date. Upon (i) recordation in the Register of an assignment following delivery to the Administrative Agent of a notice of assignment, substantially fully executed Assignment in the form attached 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 Appendix I the assignee under such Assignment may be required to Exhibit E hereto 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 "NOTICE OF ASSIGNMENT"Lender or is an Affiliate or Approved Fund), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date as specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchasernotice, if not already a Lenderit complies with this Section 14.3. From such effective date, (i) the Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other under the Loan Documents executed by the Lenders Documents, and shall have all the rights and obligations of a Lender under thereunder and (ii) the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were 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 original party hereto, and no further consent or action by the Borrower, the Lenders assignment covering all or the Agent remaining portion of an assigning ▇▇▇▇▇▇’s rights and obligations hereunder, such ▇▇▇▇▇▇ shall cease to be required a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents to release the transferor contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to the percentage matters arising out of the Aggregate Revolving Loan Commitment, 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 Borrower shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement 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, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100Administrative Agent.

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) 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 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 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 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.(A13.3(A) hereof, and (ii) 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 by a Lender to an Affiliate or successor entity of such Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Revolving Loan Commitment or 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 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 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, Commitment and 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 Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment (or from and their Term after the Conversion Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment. -92- 100.

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 $3,500 4,000.00 fee (or, in the case of an assignment to the assignor’s Affiliate or by reason of the provisions of Section 2.19 or Section 2.20, a $2,000 fee) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitmentapplicable Commitments and Loans (and, Loans 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan Commitment and their Term LoansFacility), as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to Exhibit EXHIBIT E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(ASECTION 13.3(A) hereof, and (ii) 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 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 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Supplemental Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section SECTION 13.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Supplemental Loan Commitment and their Term Existing Loans, as adjusted pursuant to such assignment. -92- 100.

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 an Affiliate of the Lender), and (ii) 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 of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 any Borrower, the Lenders, the Swing Loan Lenders, the Issuing Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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 Borrower Borrowers shall make ------ appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term Loans and Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I 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) payment of a $3,500 4,000 fee to the Agent for processing such assignmentassignment (which fee shall in no event be payable by the Borrower), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans Loans, and Letter of Credit participations Participation Amounts 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (ia) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix of Exhibit I to Exhibit E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A10.3.1, (b) hereofacceptance and recording of the Notice of Assignment by the Agent in accordance with Section 10.4, and (iic) payment of a Three Thousand Five Hundred Dollar ($3,500 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. Notwithstanding anything to the contrary contained herein, no assignment of any Loan evidenced by a Registered Note shall be effective unless and until the assignment is recorded in the Register. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA Plan Assets and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAPlan Assets. 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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)Section, Schedule 1 shall be deemed modified to reflect the Commitments of the Purchaser and of the existing Lenders, and the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that the replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

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) 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, 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 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 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, 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 ---------------- Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

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) 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 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 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 BorrowerCredit 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, Loans such Lender 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 Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100If 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 to Exhibit E hereto (a A "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to Exhibit E EXHIBIT F hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section SECTION 13.3.(A) hereof, and (ii) 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 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 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 BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section SECTION 13.3(B), the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

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.(A13.3(A) hereof, and (ii) 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 by a Lender to an affiliate or successor entity of such Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment or 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 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 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, Commitment and 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 Borrower shall ------- make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment (or from and their Term after the Funding Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to Exhibit E EXHIBIT D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(ASECTION 13.3(A) hereof, and (ii) 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 CLAUSE (I), (II) and (III) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan 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 SECTION 13.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

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) 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 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 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 any 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, 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Assigning Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 Exhibit J to Exhibit E H hereto (a "NOTICE OF ASSIGNMENTNotice of --------- --------- --------- Assignment"), together with any consent consents required by Section 13.3.(A) hereof13.3.1, ---------- -------------- and (ii) payment by the assigning Lender 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 Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 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, Commitment and 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

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) 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 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 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 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) 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 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 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 117 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 Borrower, the Lenders Lenders, the Alternate Currency Bank or the Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 (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.(A) hereofSections 13.3.1 and 13.3.2, and , (iib) 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 Commitment, Commitment and 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 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 Borrower, 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, 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 Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to Exhibit E EXHIBIT A hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(ASECTION 13.3(a) hereof, and (ii) 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 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 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan 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(BSECTION 13.3(b), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100397909 Execution Copy 87

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.(A14.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (other than an assignment by a Lender to an affiliate of such Lender or an Approved Fund of such Lender), and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Revolving Loan Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit 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 Borrower Borrowers -108- 119 shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon 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.(A14.3(A) hereof, and (ii) payment of a $3,500 2,500 fee to the Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit Credit, and Swing Line Loan participations assigned to such Purchaser; provided, however, that notwithstanding the foregoing, the Seller shall retain the benefit of the indemnification obligations of the Parent and its Subsidiaries under this Agreement and the other Loan Documents for the period prior to the effective date of such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Commitment, Tranche A Term Loans or Tranche B Term Loans, as applicable, as adjusted pursuant to such assignment. -92- 100.

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) 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, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders Lenders, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 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(e), and (ii) payment by the 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 Commitment, Commitment and 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 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 BorrowerCompany, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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(f), the transferor LenderBank, the Administrative Agent and the Borrower shall Company shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon The Senior Administrative Agent shall maintain at its principal office a register for the recordation of the names and addresses of Lenders and the Issuing Banks and the outstanding Loans and Revolving Loan Commitment of, and Letter of Credit Obligations with respect to, each such Person from time to time (i) the “Register”). Following delivery to the Senior Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto hereof (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent of the Senior Administrative Agent required by Section 13.3.(A) hereof12.3(a), and (ii) payment by the Purchaser of a $3,500 5,000 fee (which the Company shall not be obligated to pay or reimburse) to the Senior Administrative Agent for processing such assignment, upon the date certain specified in such Notice of Assignment and recording of the information contained in the Notice of Assignment in the Register, such assignment shall become effective on (the effective date specified in such Notice of Assignment“Effective Assignment Date”). 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, Loans and L/C Obligations interests in the Letters of Credit, as the case may be, under the applicable assignment agreement are "plan “loan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date Effective Assignment 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 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 BorrowerCompany, the Lenders or the Senior Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate aggregate Revolving Loan Commitment, Commitments or outstanding Term 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(b) the transferor Lender, the Agent Senior Administrative Agent, and the Borrower Company shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their its Revolving Loan Commitment and their Term or outstanding Loans, as adjusted pursuant to such assignment. -92- 100.

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.(A13.3(A) hereof, and (ii) 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 by a Lender to an Affiliate or successor entity of such Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Revolving Loan Commitment or 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 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 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, Commitment and 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 Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment (or from and their Term after the Conversion Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment. -92- 100.

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) 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 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 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 either Borrower, the Lenders Lenders, the LC Issuer or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans Commitment 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 Borrower -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender, the Notes being replaced are canceled Lender and the originals thereof delivered to the Borrower and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Upon the Purchaser's receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice ---------------------- of assignment, substantially in the form attached as 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) 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 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 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 BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, 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 Borrower Borrowers shall --------------- make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as 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) 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 Commitment, Loans Commitment and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans Commitment and Letter of Credit 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred credit extensions, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred credit extensions to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of a ---------------------- 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) 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 Commitmentsame investment advisor (which Approved Funds are not then Lenders hereunder), Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not 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 any Borrower, the Lenders Lenders, the Swing Loan Lenders, the Issuing Lenders, the Alternate Currency Banks or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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 Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term Loans and Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

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) 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 Commitment, Facility Letters of Credit and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, Loans and Letter 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Commitments (and, if applicable, their Term Loansrespective Swing Line Commitments), as adjusted pursuant to such assignment. -92- 100.

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) 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 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 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 any 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, 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Assigning Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 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) 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 Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and/or the Aggregate Facility B Commitment and 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Commitments (and, if applicable, their Term Loansrespective Facility B Commitments), as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (ia) delivery to the Agent of a ---------------------- notice of assignment, substantially in the form attached as Appendix Exhibit 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 (iib) 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 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 Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) 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 Borrower, the Lenders or the Agent shall be required to release (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such PurchaserPurchaser without any further consent or action by the Loan Parties, the Lenders or the Agent. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, (a) the transferor Lender, the -------------- Agent and the Borrower shall make appropriate arrangements so that that, as applicable, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserPurchaser and (b) if the Borrower would not otherwise be aware of an assignment pursuant hereto, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100the Agent shall notify the Borrower thereof.

Effect; Effective Date. Upon 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 ASSIGNMENT"), together with any consent required by Section 13.3.(A13.3(A) hereof, and (ii) 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 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, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders Lenders, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued 104 to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, the Borrowers shall not, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrowers would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to Exhibit E EXHIBIT F hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(ASECTION 12.3(A) hereof, and (ii) 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 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 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Aggregate Acquisition Loan 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(BSECTION 12.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, Acquisition Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

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) 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, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders Lenders, the Alternate Currency Bank or the Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 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) 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 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 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 either Borrower, the Lenders Lenders, the LC Issuer or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans Commitment 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 Borrower -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender, the Notes being replaced are canceled Lender and the originals thereof delivered to the Borrower and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Upon 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 Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E H hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A13.3(A) hereof, and (ii) 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 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 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 either of the Borrowers, Guarantors or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments, 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), if requested by the transferor Lender or Purchaser, the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Commitments, as adjusted pursuant to such assignment provided if no such request is made, the master Note(s) shall reflect their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

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 C-1 hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.03(a), and (ii) payment of a $3,500 4,000 fee to the Agent for processing such assignmentassignment (provided that no such fee shall be required if the assignee is an Affiliate of an assignor Lender or if the assignee is already a Lender hereunder), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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(B12.03(b), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

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 hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required --------- by Section 13.3.(A) hereof13.3.1, and (ii) 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 Commitment, LC Interests and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders Lenders, the Swing Line Lender or the LC Issuers or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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 Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100.

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) payment by the 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 Commitment, Commitment and 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 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 BorrowerCompany, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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 Borrower shall Company shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent required by Section 13.3.(A13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, such assignment shall become effective on the later of such date when the requirements in clause (i), (ii) and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" constitute for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be "constitute such “plan assets" under ERISA”. On and after the effective date of such assignment, such Purchaser, 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 BorrowerBorrowers, 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, 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), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) recordation in the Register of an assignment following delivery to the Administrative Agent of a notice of assignment, substantially fully executed Assignment in the form attached 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 Appendix I the assignee under such Assignment may be required to Exhibit E hereto 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 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 "NOTICE OF ASSIGNMENT"Lender or is an Affiliate or Approved Fund), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date as specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchasernotice, if not already a Lenderit complies with this Section 14.3. From such effective date, (i) the Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other under the Loan Documents executed by the Lenders Documents, and shall have all the rights and obligations of a Lender under thereunder and (ii) the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were 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 original party hereto, and no further consent or action by the Borrower, the Lenders assignment covering all or the Agent remaining portion of an assigning ▇▇▇▇▇▇’s rights and obligations hereunder, such ▇▇▇▇▇▇ shall cease to be required a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents to release the transferor contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to the percentage matters arising out of the Aggregate Revolving Loan Commitment, 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 Borrower shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement 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, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100Administrative Agent.

Effect; Effective Date. Upon Upon (i) 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 ASSIGNMENT"), together with any consent required by Section 13.3.(A12.3(A) hereof, and (ii) 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 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 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, Subsidiary Obligors or the Lenders and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments, 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), if requested --------------- by the transferor Lender or Purchaser, the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to Exhibit E EXHIBIT F hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(ASECTION 12.3(A) hereof, and (ii) 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 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 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Aggregate Term Loan Commitment, Aggregate Acquisition Loan 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(BSECTION 12.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Commitment, Term Loan Commitment, Acquisition Loan Commitment, or, if after the Conversion Date, their Term Loans and Acquisition Loans, as adjusted pursuant to such assignment. -92- 100.

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) 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 Commitment, Facility Letters of Credit and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, 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, Loans and Letter 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100In 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 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 ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii) 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 Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such PurchaserPurchaser shall, if not already a Lenderto the extent that rights and obligations hereunder have been assigned it pursuant to such assignment, 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 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, Commitment and 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 Administrative Agent shall accept such assignment and record the Purchaser's information in the Register, and Borrower shall provide such Purchaser with Notes to evidence its Loans, if requested in writing by such Purchaser, and the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that either (x) with respect to any transferor Lender that is assigning a portion of its Obligations replacement Notes are issued issued, if necessary, to such transferor Lender and each replaced Note shall be returned to the Borrower marked "replaced" or (y) with respect to a transferor Lender assigning all of its Obligations, such Lender shall return its Note, if any, to the Borrower marked "cancelled". Notwithstanding any assignment hereunder, the agreements and Obligations of the Borrower contained in Section 3.1, 3.2, 3.4 or 9.7 with respect to the transferor Lender shall survive such assignment and be enforceable by such transferor Lender, in accordance with the Notes being replaced are canceled terms of this Agreement, with respect to acts and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued circumstances occurring prior to such Purchasertransfer. Notwithstanding any assignment hereunder, in each case in principal amounts reflecting their Revolving Loan Commitment the agreements and their Term Loans, as adjusted obligations of the transferor Lender pursuant to Section 10.3 shall survive such assignment. -92- 100assignment and be enforceable by the Administrative Agent or any Issuer with respect to acts and circumstances occurring prior to such transfer.

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 H hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A13.3(A) hereof, and (ii) 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 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 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 either of the Borrowers, Guarantors or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments, 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), if requested by the transferor Lender or Purchaser, the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Commitments, as adjusted pursuant to such assignment provided if no such request is made, the master Note(s) shall reflect their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I II to Exhibit E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A12.3.(A) hereof, and (ii) 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, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to 100 this Section 13.3(B12.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

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.(A14.3(A) hereof, and (ii) 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 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 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E I hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A13.3(A) hereof, and (ii) 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 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 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, Guarantors or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments, 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), if requested by the transferor Lender or Purchaser, the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Commitments, as adjusted pursuant to such assignment provided if no such 115 request is made, the master Note(s) shall reflect their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

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) 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, 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 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 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, 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 ---------------- Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

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) 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 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 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")hereto, together --------- with any consent consents required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment13.3.1, such assignment shall become effective on the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under 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 DIP Financing Document executed by the Lenders and shall have all the rights and obligations of a Lender Lenders under the Loan Documents, DIP Financing Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment, Loans such Lender 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100The transferring Lender shall continue to be entitled to the benefits of all indemnities applicable to the period prior to the effective date of the assignment.

Effect; Effective Date. Upon 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) payment by the 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 709152408 03173762 of the consideration used to make the purchase of the Commitment, Commitment and 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 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 BorrowerCompany, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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 Borrower shall Company shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100.

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.(A) hereof12.3.1, and (ii) 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 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 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, 56 ________________________________________________________________________________________________________ and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans Commitment 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 Borrower shall Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the ---------------------- Administrative Agent of a notice of assignment, substantially in the form attached as 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) payment by the assigning Lender 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 Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 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, Commitment and 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (ia) delivery to the ---------------------- Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E hereto B (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents --------- -------------------- required by Section 13.3.(A) hereof12.3.1, and (iib) payment of a $3,500 fee (payable by the -------------- assigning Lender or its assignee) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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 Borrower shall, if the Borrower 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 Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100.

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"“Notice of Assignment”), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii) 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 Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Company, the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and 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(B14.3(B), the transferor LenderSeller, the Agent Administrative Agent, the Company and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment the Loans owing to the Purchaser and their Term Loans, the Seller as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, neither the Company nor the Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the 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 required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I II to Exhibit E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A12.3.(A) hereof, and (ii) 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, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan 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 Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, 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) hereof14.3.1, and (ii) the recordation of the assignment on the Register and (iii) payment of a $3,500 1,500 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 of Assignmenteffective. The Notice of Assignment and Acceptance shall contain a representation and warranty by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and Eligible Assignee that the rights and interests of the Purchaser in and under the Loan Documents assignment evidenced thereby will not be "plan assets" result in a non-exempt “prohibited transaction” under Section 406 of 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 the other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a 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 BorrowerBorrowers, 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, Loans such Lender and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Without limiting the generality of the foregoing, such Eligible Assignee shall be subject to and bound by all of the Loan Documents. 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 Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 14.3.1, then (i) such transferor Lender shall no longer have any obligation to indemnify Administrative Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, (ii) each Eligible Assignee to which such transferor Lender shall make an assignment shall be responsible to Administrative Agent to indemnify Administrative 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, and (iii) the transferor Lender shall continue to be entitled to the benefits of those provisions of the Loan Documents (including indemnities from Obligors) that survive Full Payment of the Obligations.

Effect; Effective Date. Upon (i) recordation in the Register of an assignment following delivery to the Administrative Agent of a notice of assignment, substantially fully executed Assignment in the form attached 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 Appendix I the assignee under such Assignment may be required to Exhibit E hereto 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 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 "NOTICE OF ASSIGNMENT"Lender or is an Affiliate or Approved Fund), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date as specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchasernotice, if not already a Lenderit complies with this Section 14.3. From such effective date, (i) the Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other under the Loan Documents executed by the Lenders Documents, and shall have all the rights and obligations of a Lender under thereunder and (ii) the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were 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 original party hereto, and no further consent or action by the Borrower, the Lenders assignment covering all or the Agent remaining portion of an assigning ▇▇▇▇▇▇’s rights and obligations hereunder, such Lender shall cease to be required a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents to release the transferor contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to the percentage matters arising out of the Aggregate Revolving Loan Commitment, 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 Borrower shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement 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, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignmentAdministrative Agent. -92- 10014.3.3.

Effect; Effective Date. Upon Upon (i) 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 required by Section 13.3.(A12.3(A) hereof, and (ii) 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 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 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, Subsidiary Obligors or the Lenders and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments, 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), if requested --------------- by the transferor Lender or Purchaser, the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Commitments, as adjusted pursuant to such assignment provided if no such request is made, the master Note(s) shall reflect their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

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.(A14.3(A) hereof, and (ii) 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 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 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such 113 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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) 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, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 any Borrower, the Lenders Lenders, the Alternate Currency Banks or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 LenderSeller, the Agent Administrative Agent, the Alternate Currency Banks and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 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) 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 Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ 101 to make the purchase of the 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 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 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) 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 Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, 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, 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 Borrower shall Harley shall, if requested by such transferor Lender or Purchaser, make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

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 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 $3,500 4,000.00 fee (or, in the case of an assignment to the assignor's Affiliate or by reason of the provisions of Section 2.19, a $2,000 fee) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, 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, Loans and Letter of Credit participations or interests therein 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100the principal amounts of the Loans held by them.

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.(A13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, 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 Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan 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 Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

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) 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 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 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 any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan 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 Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ 104 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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, 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) 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 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 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 BorrowerBorrowers, 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, Loans such Lender 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 Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100If 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 D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, such assignment shall become effective on the later of such date when the requirements in clause (i), (ii) and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser, 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 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, 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), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

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) 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 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 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 BorrowerBorrowers, 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, Loans such DIP Lender 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 Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower DIP Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100If 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.