Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the 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 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 replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Annex "I" to Exhibit E "J" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such 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 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 transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. In addition, within a reasonable time after the effective date of any assignment, the Agent shall, and is hereby authorized and directed to, revise Schedule "1" reflecting the revised commitments and percentages of each of the Lenders and shall distribute such revised Schedule "1" to each of the Lenders and the Borrower, whereupon such revised Schedule shall replace the old Schedule and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E "L" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof15.3.1, and (ii), in ) payment by the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the CommitmentCommitment and Loans (and, Loans if applicable, the Swing Line Commitment and L/C Obligations Swing Line Loans) under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, 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 any Swing Line Commitment or Swing Line Loan) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)15.3.2, the transferor Lender, 112 the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A12.3(A) hereof, and (ii), ) except in the case of an assignment from a Lender to an Affiliate thereof or to a Purchaser which is not a Lender or an Affiliate thereoffund managed by the same investment manager, payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, 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 Borrower or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A) 12.3.1 hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignmentassignment and (iii) the completion of the recording requirements in Section 12.3.3, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C other Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan 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 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(B)12.3.2, the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”)an Assignment and Assumption, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 ERISAAssumption. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Revolving Credit Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowerany Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations Commitment 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 shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced 118 by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan CommitmentCredit Commitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5, 4.9 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Xxxxxxxx, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Xxxxxxx shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon prior reasonable notice.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E C hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in ) payment by the case of an parties to such assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. 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)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and Borrower of a notice of assignment, substantially in the form attached as Appendix I Exhibit “I” to Exhibit E B hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3(a), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser 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 Administrative Agent shall be required to release the transferor Lender, and the transferor Lender (other than a transferor Lender transferring to an Affiliate of such Lender unless such Affiliate is a Qualified Institution) shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Revolving Loan Commitment, 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(B12.3(b), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. - 123 - US_ACTIVEActive\121281000\V-110 (c) Register. Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Xxxxxxxx, shall maintain at one of its U.S. offices a copy of each Notice of Assignment delivered to it and shall record in its records the names and addresses of the Lenders hereunder and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof (the “Register”). The Register shall be conclusive absent manifest error, and Xxxxxxxx, Administrative Agent and Xxxxxxx shall treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. This Section 12.3(c) shall be construed so that the Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or the regulations promulgated thereunder). The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and upon reasonable prior notice. 12.4.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the 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 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 replacement Notes are issued to such transferor Lender Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment 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 F hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (except for transfer to an Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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)14.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 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 CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Administrative Agent for processing such 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 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. 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. The transferring Lender shall continue to be entitled to the benefits of all indemnities applicable to the period prior to the effective date of the assignment.

Effect; Effective Date. Upon Purchaser's (i) delivery ---------------------- to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit E "F" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to -------------- the Administrative Agent for processing such 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 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 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 Administrative -------------- Agent and the Borrower shall make appropriate arrangements so that a replacement Notes are Note is issued to such the transferor Lender and a new Notes oror replacement Note, as appropriate, replacement Notes, are is issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of a new or replacement Note, the transferor Lender shall return its old Note to Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit E EXHIBIT G hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor's Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19, payment of a $3,500 fee 2,000 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 “"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 Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments 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 LenderBank, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the ---------------------- Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for -------------- processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 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 transferor -------------- Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Annex I to Exhibit E hereto F (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof10.08(d), and (ii), in ) payment by the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment assigning Bank of a $3,500 4,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E D hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in ) payment by the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment assigning party of a $3,500 2,500 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 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 57 consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit E I hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor’s Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19 or Section 2.20, payment of a $3,500 fee 2,000 fee) to the 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, 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 Administrative 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan CommitmentFacility), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E "F" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 “"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)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E "K" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof15.3.1, and (ii), in ) payment by the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the CommitmentCommitment and Loans (and if applicable, Loans the Swing Line Commitment and L/C Obligations Swing Line Loans) under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, 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 105 (and Letter of Credit participations any Swing Line Commitment or Swing Line Loan) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)15.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit E H hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor's Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19, payment of a $3,500 fee 2,000 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 “"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 Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments 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 LenderBank, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 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 CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 5,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 Borrower, 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, 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)8.13.2, the transferor LenderBank, the Administrative Agent and the Borrower shall shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective and outstanding Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit 1 to EXHIBIT I to Exhibit E hereto (a “"Notice of 60 Assignment”"), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor's Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19, payment of a $3,500 fee 2,000 fee) to the 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, 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 Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments 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 LenderBank, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit E G hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor’s Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19 or Section 2.20, payment of a $3,500 fee 2,000 fee) to the 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, 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 Administrative 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan CommitmentFacility), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a ---------------------- notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to --------- Exhibit E hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent consents required --------- by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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, 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 Administrative 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 Administrative Agent -------------- and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E F hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A12.3(A) hereof, and (ii), ) except in the case of an assignment from a Lender to an Affiliate thereof or to a Purchaser which is not a Lender or an Affiliate thereoffund managed by the same investment manager, payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 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 Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative 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”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A13.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such 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 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 Administrative Agent Agent, the Alternate Currency Bank and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrower shall not, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative 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 Assignment”"), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii)) payment (by either the assignor or the assignee) of a $4,000.00 fee (or, in the case of an assignment to a Purchaser which is not a Lender the assignor's Affiliate or an Affiliate thereofby reason of the provisions of Section 2.19, payment of a $3,500 fee 2,000 fee) to the 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, 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 Administrative 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignmentthe principal amounts of the Loans held by them.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the 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 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, 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 Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 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 transferor Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. 12.4.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E "H" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such 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 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 transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment, and the Notes so replaced are returned to the Borrower marked "replaced."

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a ---------------------- notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E --------- ------- B hereto (a “"Notice 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent by 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 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 Borrowers shall make ------ appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term Loans and Revolving Loan CommitmentCommitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an ---------------------- assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. 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, Loans Commitment and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are “constitutes "plan assets” " as defined under ERISA and that the rights and interests of the Purchaser 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 Borrowerany Credit Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, 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 Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative ---------------------- Agent and the applicable Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “---------- --------- "Notice of Assignment”"), together with any consent required by Section 13.3.(A------- 13.3(A) hereof, hereof and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 3,000 fee by the assignee or the ------- assignor (as agreed) to the Administrative Agent for processing such assignmentassignment other than with respect to an assignment between a Lender and an Affiliate thereof, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or ----------- ---- ----- the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, 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 --------------- Administrative Agent Agent, the applicable Alternate Currency Bank and the applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrowers shall not, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or --------------- transferee any sum in excess of the sum which the Borrowers would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the 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.(A12.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the 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, Subsidiary Obligors 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(B12.3(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 that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I II to Exhibit E hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A12.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, 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 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(B12.3(B), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an ---------------------- assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. 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 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 transferor Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E "H" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 2,500 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 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)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the 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 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, Aggregate Debt Purchase Facility Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Debt Purchase Facility Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 107 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 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 CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the 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, Revolving Loan Commitment and Revolving Loans and L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan 55 62 Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the 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, Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Sidley Xxxxxx Xxxxx & Xxxx 104 Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the 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 required by Section 13.3.(A12.3(A) hereof, and (ii), ) except in the case of an assignment from a Lender to an Affiliate thereof or to a Purchaser which is not a Lender or an Affiliate thereoffund managed by the same investment manager, payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 Borrower or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate 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(B12.3(B), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "1" to Exhibit E "H" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 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 “"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)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice ---------------------- of assignment, substantially in the form attached as Appendix I to Exhibit E D ---------- --------- hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A12.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the 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, Subsidiary Obligors 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(B12.3(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 and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, as adjusted pursuant to such assignment provided if no such request is made, the master Note(s) shall reflect their Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 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 CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit E D hereto (a “"Notice of Assignment”"), together with any consent required ---------- by Section 13.3.(A13.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are “plan assets” Assignment Agreement 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 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 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, as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon Purchaser's (i) delivery ---------------------- to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit E I hereto (a “"Notice of Assignment”"), together with --------- any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to -------------- the Administrative Agent for processing such 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 Administrative 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 Administrative Agent and the Borrower -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of ---------------------- a notice of assignment, substantially in the form attached as Appendix Exhibit I to --------- Exhibit E G hereto (a “"Notice of Assignment”"), together with any consent consents --------- -------------------- required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 3,000 fee to the Administrative Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans 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 Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments (and, if applicable, their respective Swing Line Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”)an Assignment Agreement, together with any consent consents required by Section 13.3.(A) hereof11.08(d), and (ii), in ) payment by the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment assigning Bank of a $3,500 4,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of AssignmentAssignment Agreement. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 Borrowerany Loan Party, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving applicable 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(B11.08(e), the transferor LenderBank, the Administrative Agent and the Borrower shall Company shall, if the transferor Bank or the Purchaser desires that its Loan be evidenced by a Note, make appropriate arrangements so that replacement Notes are issued to such transferor Lender and a new Notes Note or, as appropriate, a replacement NotesNote is issued to such transferor Bank and a new Note or, are as appropriate, a replacement Note, is issued to such Purchaser, in each case in principal amounts amount reflecting their Revolving Loan Commitmentits then applicable Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E "D" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such 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 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 transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of 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, 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 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 Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and 51 the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2.2.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 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 Commitment and Term 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)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loan be evidenced by a Note, make appropriate arrangements so that a new Note or, as appropriate, a replacement Notes are Note is issued to such transferor Lender and a new Notes Note or, as appropriate, a replacement NotesNote, are is issued to such Purchaser, in each case in a principal amounts amount reflecting their Revolving Loan Commitmentits outstanding Loan, as adjusted pursuant to such assignment. 12.4.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, 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 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 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, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the applicable Alternate Currency Bank of a notice of assignment, substantially in the form attached as 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 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 Administrative Agent Agent, the applicable Alternate Currency Bank and the applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued 104 to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrowers shall not, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrowers would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Purchaser’s (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit “A” to Exhibit E I hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), ) payment of a $3,500 fee (except in the case of an assignment to a Purchaser which is not from a Lender to its Affiliate or an Affiliate thereof, payment of a $3,500 fee Approved Fund) 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, 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 any Borrower, the Lenders Lenders, the LC Issuer or the Administrative 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 Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Upon the Purchaser’s receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to Exhibit E EXHIBIT F hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(ASECTION 12.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 3,000 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, 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 Administrative 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, Acquisition Loan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit E C hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required --------- by Section 13.3.(A13.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment 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 “plan assets” Assignment Agreement 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 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 and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment (or from and after the Funding Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon Purchaser's (i) delivery ----------------------- to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit E "F" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, -------------- and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such 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 Borrower, the Lenders Lenders, the LC Issuer or the Administrative 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 Administrative -------------- Agent and the Borrower shall make appropriate arrangements so that a replacement Notes are Note is issued to such the transferor Lender and a new Notes oror replacement Note, as appropriate, replacement Notes, are is issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of a new or replacement Note, the transferor Lender shall return its old Note to Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 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 CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”)an Assignment and Assumption, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent 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 ERISAAssumption. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Revolving Credit Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowerany Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations Commitment 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 shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan CommitmentCredit Commitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5, 4.9 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice ---------------------- of assignment, substantially in the form attached as Appendix I to Exhibit E G ---------- --------- hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A------- 13.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 2,500 fee by the assignee or assignor (as ------- agreed) to the 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 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 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 replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 hereto, and no further consent or action by the Borrower, the Lenders Lenders, the Administrative Agent or the Administrative Syndication 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 Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E "H" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 2,500 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 on and after the effective date of such assignment, such Purchaser, if not already a Lender, purchaser shall for all purposes be a Lender 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 transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit E D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required --------- by Section 13.3.(A13.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are “plan assets” Assignment Agreement 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 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 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, as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 5,000 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, 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 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 Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E "J" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof15.3.1, and (ii), in ) payment by the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the 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)15.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E L hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment, provided that the effective date shall be at least five Business Days after delivery to the Administrative Agent of such notice of assignment unless otherwise agreed to by the Administrative Agent. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Revolving Credit Commitment and Loans and L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, 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, Credit 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes Notes, if any, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Credit 100 101 Commitment, and in exchange for the existing Notes which are being replaced, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice ---------------------- of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E D --------- --------- hereto (a “"Notice of Assignment”"), together -------------------- with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 3,000 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 “"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 Administrative 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 Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments (and, if applicable, their respective Facility B Commitments), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the ---------------------- 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 --------- --------- --------- Assignment”"), together with any consent consents required by Section 13.3.(A) hereof13.3.1, ---------- -------------- and (ii), in ) payment by the case of an assignment to a Purchaser which is not a assigning Lender or an Affiliate thereof, payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless the assignment is to an affiliate of the Lender in which case no fee shall be charged), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $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 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, Tranche A Term Loans or Tranche B Term Loans, as applicable, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I II to Exhibit E hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A12.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, 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 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 100 this Section 13.3(B12.3(B), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit E C hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent required --------- by Section 13.3.(A13.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment 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 “plan assets” Assignment Agreement 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 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 and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment (or from and after the Conversion Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 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 CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit E EXHIBIT D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereofSECTION 12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make -73- 79 the purchase of the Commitment, 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, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Revolving Loan Commitment, 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 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit E EXHIBIT "E" hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereofSECTION 12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment ; provided, however, no such fee shall contain a representation be payable in connection with the General Syndication by the Purchaser to Co-Arrangers or the effect that none of the consideration used to make the purchase of the Commitment, 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 ERISACo-Agents. 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 Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, 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)SECTION 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such the transferor Lender and new Notes oror replacement Notes, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit “I” to Exhibit E D hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided however that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans Commitment and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are “constitutes "plan assets” " as defined under ERISA and that the rights and interests of the Purchaser 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 Administrative 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 Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E H annexed hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof11.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 2,500 fee to the Administrative Agent for processing such assignmentassignment (provided that such fee shall not be required if such assignment is to an existing Lender or an Affiliate thereof), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights fights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, 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 BorrowerCompany, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitments and 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)11.3.2, the transferor Lender, the Administrative Agent and the Borrower Company shall make appropriate arrangements so that replacement Notes Notes, if applicable, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”), together with any consent consents required by Section 13.3.(A) hereof12.3(a), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 reasonable fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 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(B12.3(b), the transferor Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “Notice of Assignment”)an Assignment Agreement, together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative 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 Administrative 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 Administrative Agent and the Borrower shall Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and Borrower of a notice of assignment, substantially in the form attached as Appendix I Exhibit “I” to Exhibit E B hereto (a “Notice of Assignment”), together with any consent consents required by 106 107599586\V-16 US_Active\115440519\V-15 Section 13.3.(A) hereof12.3(a), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 Administrative Agent shall be required to release the transferor Lender, and the transferor Lender (other than a transferor Lender transferring to an Affiliate of such Lender unless such Affiliate is a Qualified Institution) shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Revolving Loan Commitment, 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(B12.3(b), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. In no event shall the Borrower be required to incur any costs or expenses to effect any such assignments.

Effect; Effective Date. Upon Purchaser's (i) ---------------------- delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit E I hereto (a “"Notice of Assignment”"), --------- together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a -------------- $3,500 fee to the Administrative Agent for processing such 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 Administrative 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 Administrative Agent and the Borrower -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment 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 “plan assets” Assignment Agreement 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 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 and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment (or from and after the Conversion Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.. (C)

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as 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), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 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 CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred 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 Administrative Agent of a ---------------------- notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E --------- ------- B hereto (a “"Notice of Assignment”"), together with any consent required by - Section 13.3.(A) hereof13.3.1 (provided however, that no consent shall be required for an -------------- assignment from a Lender to any other Lender or to an Affiliate or Approved Fund of any Lender), and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee to the Administrative 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 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 Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term Loans and Revolving Loan CommitmentCommitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “Notice of Assignment”), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 Administrative Agent Agent, the Company and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, the Loans owing to the Purchaser and the Seller as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, neither the Company nor the Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I and substance reasonably satisfactory to Exhibit E hereto Administrative Agent (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 fee by the assigning Lender to the Administrative Agent for processing such assignmentassignment (except for transfer to an Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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)14.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used Sidley Xxxxxx Xxxxx & Xxxx 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 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 CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Annex "I" to Exhibit E "J" hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 2,500 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 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)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. In addition, within a reasonable time after the effective date of any assignment, the Agent shall, and is hereby authorized and directed to, revise Schedule "1" reflecting the revised commitments and percentages of each of the Lenders and shall distribute such revised Schedule "1" to each of the Lenders and the Borrower, whereupon such revised Schedule shall replace the old Schedule and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E J hereto (a “"Notice of Assignment”"), together with any consent consents required by Section 13.3.(A) hereof12.3.1, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, ) payment of a $3,500 4,500 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, Revolving Credit Commitment and Loans and L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, 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 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, Credit 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 Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Credit Commitment, and in exchange for the existing Notes AMENDED AND RESTATED CREDIT AGREEMENT -76- 84 which are being replaced, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a “"Notice of Assignment”"), together with any consent required by Section 13.3.(A) hereof, and (ii), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the 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 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 replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.