Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement 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 Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless the Administrative Agent waives such fee is waived by the Agentfee), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which that survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)Section, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment pursuant to Section 12.3.1, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)) and (iii) the documents required by Section 3.5, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that no assignment by a Defaulting Lender will constitute or effect a waiver or release of any claim of any party arising from such Lender being a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or if the Aggregate Commitment has been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower 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 respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Commitments have terminated, the Revolving Loan Credit Exposure) or Term Loan Commitment (if any) and Term Loans, as appropriate, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment by the assigning Lender or assignee Lender of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Administrative Agent and the Borrower 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 respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent by the assigning Lender or the Purchaser for processing such assignment (unless such fee is waived by the AgentAgent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released from any further obligations with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Parent, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Revolving Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Each Purchaser shall not be entitled to receive any greater payment under Section 3.5 than the transferor Lender would have received had such transfer not occurred.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a13.3(A) and 12.3(b13.3(B), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Revolving Credit Exposure Obligations under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Revolving Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(C), the transferor Lender, the Administrative Agent and the applicable Borrower shall, at no additional cost to the applicable Borrower, and, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notespromissory notes, make appropriate arrangements so that that, upon cancellation and surrender to the applicable Borrower of the previously issued promissory notes (if any) held by the transferor Lender, new Notes promissory notes issued hereunder or, as appropriate, replacement Notes promissory notes are issued to such transferor Lender Lender, if applicable, and new Notes promissory notes or, as appropriate, replacement Notespromissory notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Termination Date has occurred, their respective Revolving Credit Obligations), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes null and void, ab initio and the Administrative Agent shall have the right to cause the unwinding of this Agreement as a sale by any such Lender of a participation in such rights and obligations in accordance with Section 12.2purported assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower 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 respective Commitments, as adjusted pursuant to such assignment, and upon return and cancellation of any existing Notes, as applicable.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the AgentAgent or unless such assignment is made to such assigning Lender’s Affiliate or an Approved Fund), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents assignment evidenced thereby will not be result in a non-exempt “plan assetsprohibited transaction” under Section 406 of ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitments (or, if the Termination Date has occurred, their respective CommitmentsOutstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a13.3(A) and 12.3(b13.3(B), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Revolving Loan Commitment, Revolving Credit Exposure Obligations and/or Term Loans under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Revolving Credit Exposure Obligations and/or Term Loans assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the applicable agreementLoan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 (except as otherwise consented to in accordance with the terms of this Agreement) 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 12.213.2. Upon the consummation of any With respect to each assignment to a Purchaser pursuant to under this Section 12.3(c13.3(C), the transferor Purchaser, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company and the Borrower shall, if the transferor Lender its affiliates and related parties 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 Commitmentssecurities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, as adjusted pursuant to such assignmentincluding Federal and state securities laws.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit I to Exhibit H hereto (a “Notice of Assignment”), together with any consents required by Sections 12.3(a) and 12.3(b)Section 13.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such the assignment is to an affiliate of the Lender in which case no fee is waived by the Agentshall be charged), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the other Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a13.3(A) and 12.3(b13.3(B), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender's Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Revolving Credit Exposure Obligations under the applicable Assignment Agreement constitutes “"plan assets” " as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Revolving Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights 's rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(C), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notespromissory notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrowers of the previously issued promissory notes (if any) held by the transferor Lender, new Notes promissory notes issued hereunder or, as appropriate, replacement Notes promissory notes are issued to such transferor Lender Lender, if applicable, and new Notes promissory notes or, as appropriate, replacement Notespromissory notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Termination Date has occurred, their respective Revolving Credit Obligations), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (iib) payment of a $3,500 fee to the Administrative Agent by the assigning Lender or the Purchaser for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall (x) if a Revolving Lender, be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure assigned to such Purchaser and (y) if a Term Lender, be released with respect to the Term Loans assigned to such Purchaser, in each case without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsTerm Loans or Revolving Loan Commitments (or, if the Maturity Date has occurred, their respective Outstanding Revolving Credit Exposure), as applicable, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower 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 respective Commitments, as adjusted pursuant to such assignment, and upon return and cancellation of any existing Notes, as applicable.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a “Notice of Assignment”), together with any consents consent required by Sections 12.3(aSection 13.3(A) and 12.3(b)hereof, and (ii) payment of a $3,500 fee by the assignor to the Administrative Agent for processing such assignment assignment, and (unless such fee is waived by iii) the Agentcompletion of the recording requirements in Section 13.3(C), such Assignment Agreement 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 by the Agent in such Assignment AgreementNotice of Assignment. 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 Commitment, Loans and Credit Exposure L/C Obligations under the applicable Assignment Agreement constitutes 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 Agreementassignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents 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 theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all Seller with respect to the percentage of the assigning Lender’s rights Aggregate Revolving Loan Commitment, Loans and obligations under this Agreement, Letter of Credit and Swing Line Loan participations assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such Seller and new Notes notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment 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 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 duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a13.3(A) and 12.3(b13.3(B), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Revolving Credit Exposure Obligations under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Revolving Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(C), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notespromissory notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrowers of the previously issued promissory notes (if any) held by the transferor Lender, new Notes promissory notes issued hereunder or, as appropriate, replacement Notes promissory notes are issued to such transferor Lender Lender, if applicable, and new Notes promissory notes or, as appropriate, replacement Notespromissory notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Termination Date has occurred, their respective Revolving Credit Obligations), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee by the relevant assignor or Purchaser to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure under the applicable Assignment Agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Termination Date has occurred, their respective Outstanding Revolving Credit Exposure) as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or if the Aggregate Commitment has been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as APPENDIX I to EXHIBIT A hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by Sections 12.3(aSECTION 13.3(A) and 12.3(b)hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 Commitment, Loans and Credit Exposure L/C Obligations under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents 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 theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment, Loans and obligations under this Agreement, Letter of Credit participations assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(cSECTION 13.3(B), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a “Notice of Assignment”), together with any consents consent required by Sections 12.3(aSection 14.3(A) and 12.3(b)hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (unless such fee is waived by iii) the Agentcompletion of the recording requirements in Section 14.3(C), such Assignment Agreement 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 by the Agent in such Assignment AgreementNotice of Assignment. 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 Commitment, Loans and Credit Exposure L/C Obligations under the applicable Assignment Agreement constitutes 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 Agreementassignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents 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 theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the any Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all Seller with respect to the percentage of the assigning Lender’s rights Aggregate Commitment, Loans and obligations under this Agreement, Letter of Credit and Swing Line Loan participations assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such Seller and new Notes notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of an assignment notice in the form of Exhibit D and a duly executed Assignment Agreement, together with any consents required processing fee (payable by Sections 12.3(athe assignor or assignee) and 12.3(bof $3,500 (unless otherwise agreed by Agent in its discretion), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on as specified in the notice, if it complies with this Section 13.3. From such effective date specified by date, the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement 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 Agreement, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other under the Loan Document executed by or on behalf of the Lenders Documents, 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 thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agentthereunder. In the case Upon consummation of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)assignment, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall make appropriate arrangements so that for issuance of replacement and/or new Notes orNotes, as appropriateapplicable. The transferee Lender shall comply with Section 5.10 and deliver, replacement Notes are issued upon request, an administrative questionnaire satisfactory to Agent. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such transferor assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrowers and Agent, the applicable Pro Rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (a) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Agent or any Lender hereunder (and new Notes or, interest accrued thereon) and (b) acquire (and fund as appropriate, replacement Notes, are issued to such Purchaser) its full Pro Rata share of all Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in each case in principal amounts reflecting their respective Commitmentsthe event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, as adjusted pursuant then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such assignmentcompliance occurs.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Revolving Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Revolving Credit Exposure Exposure, if any, assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrowers of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or, if such Commitments have been terminated, their respective Revolving Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 13.3.1 and 12.3(b)13.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Outstanding Credit Exposure under the applicable such Assignment Agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the any Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)13.3.3, the transferor Lender, the Administrative Agent and the Borrower 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 respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 4,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment pursuant to Section 12.3.1, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)) and (iii) the documents required by Section 3.5, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights 's rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that no assignment by a Defaulting Lender will constitute or effect a waiver or release of any claim of any party arising from such Lender being a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or if the Aggregate Commitment has been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a13.3(A) and 12.3(b13.3(B), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Term Loan Commitment (if any) and Credit Exposure Term Loan Obligations under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure Term Loan Obligations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(C), the transferor Lender, the Administrative Agent and the Borrower shall, at no additional cost to the Borrower, and, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notespromissory notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the previously issued promissory notes (if any) held by the transferor Lender, new Notes promissory notes issued hereunder or, as appropriate, replacement Notes promissory notes are issued to such transferor Lender Lender, if applicable, and new Notes promissory notes or, as appropriate, replacement Notespromissory notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsTerm Loan Commitments (or, if the Term Loan Termination Date has occurred or if their respective Term Loan Commitments are fully funded, their respective Term Loan Obligations), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Subject to acceptance and recording of the assignment by the Agent pursuant to Section 12.3(d), upon (i) delivery to the Agent of a duly executed an Assignment Agreementand Assumption Agreement pursuant to Section 12.3(a), together with any consents required by Sections 12.3(a) and Section 12.3(b), and (ii) payment by the parties to the Assignment and Assumption Agreement (other than the Borrower) of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)) and (iii) delivery to the Borrower and the Agent of the documents required by Section 3.5, such Assignment and Assumption Agreement shall become effective on the effective date specified by the Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that no assignment by a Defaulting Lender will constitute or effect a waiver or release of any claim of any party arising from such Lender being a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or if the Aggregate Commitment has been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.2, and (ii) payment by the assigning Lender of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or if the Aggregate Commitment has been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached to Exhibit D hereto (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.1, and (iib) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Credit Exposure Syndicated Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Syndicated Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Agent Administrative Agent, and the Borrower shallshall make appropriate arrangements so that, if the transferor Lender or desires that its Syndicated Loans be evidenced by Syndicated Notes, replacement Syndicated Notes are issued to such transferor Lender and, if the Purchaser desires that its Syndicated Loans be evidenced by Syndicated Notes, make appropriate arrangements so that new Syndicated Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Syndicated Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitmentsits Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Sections 12.3(a) and 12.3(b)Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none notice of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement 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 ERISAassignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party thereto, and no further consent or action by Credit Parties, Lenders or Agent shall be required to release the transferor Lender shall be released with respect to the Commitment (or portion thereof) of such Lender and Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3(c)13.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment substantially in the form attached as Exhibit D hereto, together with any consents required by Sections 12.3(a) and 12.3(b)Section 14.3.1, and (ii) payment of a $3,500 fee to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreementnotice of assignment. The Assignment Agreement and Acceptance shall contain a representation and warranty by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and Eligible Assignee that the rights and interests of the Purchaser in and under the Loan Documents assignment evidenced thereby will not be result in a non-exempt “plan assetsprohibited transaction” under Section 406 of ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any the other Loan Document Documents executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, Documents to the same extent as if it were an original party thereto, and no further consent or action by Obligors, Lenders or Agent shall be required to release the transferor Lender shall be released with respect to the Commitment (or portion thereof) of such Lender and Credit Exposure Obligations assigned to such Purchaser without any further consent or action Eligible Assignee. Without limiting the generality of the foregoing, such Eligible Assignee shall be subject to and bound by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s Loan Documents. If the transferor Lender shall have assigned all of its interests, rights and obligations under this AgreementAgreement pursuant to Section 14.3.1, then (i) such transferor Lender shall cease no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, (ii) each Eligible Assignee to which such transferor Lender shall make an assignment shall be a responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it, and (iii) the transferor Lender hereunder but shall continue to be entitled to the benefits of, and subject to, of those provisions of this Agreement and the other Loan Documents which (including indemnities from Obligors) that survive payment Full Payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignmentObligations.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent by the assigning Lender or the Purchaser for processing such assignment (unless such fee is waived by the AgentAgent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA Plan Assets and that the rights rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISAPlan Assets. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released from any further obligations with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, USI, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Revolving Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Each Purchaser shall not be entitled to receive any greater payment under Section 3.5 than the transferor Lender would have received had such transfer not occurred.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment by the assignor or assignee of a $3,500 4,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment12.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "Notice of Assignment"), together with any consents consent required by Sections 12.3(aSection 14.3(a) and 12.3(b)hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment assignment, and (unless such fee is waived by iii) the Agentcompletion of the recording requirements in Section 14.3(c), such Assignment Agreement 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 by the Agent in such Assignment AgreementNotice of Assignment. 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 Revolving Loan Commitment, Loans and Credit Exposure L/C Obligations under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents 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 theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the any Borrower, the Lenders Lenders, the Alternate Currency Banks or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all Assigning Lender with respect to the percentage of the assigning Lender’s rights Aggregate Revolving Loan Commitment, Loans and obligations under this AgreementLetter of Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c14.3(b), the transferor Assigning Lender, the Agent Administrative Agent, the Alternate Currency Banks and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such Assigning Lender and new Notes notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(e) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Assigning Lender, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent by the assigning Lender or the Purchaser for processing such assignment (unless such fee is waived by the AgentAgent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure assigned to such Purchaser without any further consent or action by the BorrowerCompany, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Company of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Termination Date has occurred, their respective Outstanding Revolving Credit Exposure) as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)SECTION 12.3.1, and (iib) payment to the Agent by the Purchaser or the Lender of a $3,500 fee to the Agent in respect of any assignment under this SECTION 12.3 for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the BorrowerBorrowers, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)SECTION 12.3.2, the transferor Lender, the Agent and the Borrower 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 respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement 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 Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment12.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) ‎12.3.1 and 12.3(b)‎12.3.2, and (iib) payment of a $3,500 fee to the Administrative Agent by the assigning Lender or the Purchaser for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall (x) if a Revolving Lender, be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure assigned to such Purchaser and (y) if a Term Lender, be released with respect to the Term Loans assigned to such Purchaser, in each case without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 ‎12.3 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 12.2‎12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)‎12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsTerm Loans or Revolving Loan Commitments (or, if the Maturity Date has occurred, their respective Outstanding Revolving Credit Exposure), as applicable, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(bSection 12.01(b), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the assignment effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Advances under the applicable Assignment Agreement assignment agreement 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 assignment effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure Advances assigned to such Purchaser without any further consent or action by the any Borrower, the Lenders Lenders, or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder under this Agreement but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which that survive payment of the Obligations Advances and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.01, the transferor Lender, the Agent Administrative Agent, and the each Borrower shall, if the transferor Lender or the Purchaser desires that its Loans Advances 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement 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 ERISAassignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights and obligations under this Agreement, Aggregate Commitments assigned to such Purchaser but such transferor Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits ofof Sections 2.18.1, 2.18.2, 2.19, and subject to2.20 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, those provisions of this Agreement and except to the other Loan Documents which survive payment of extent otherwise expressly agreed by the Obligations and termination of the applicable agreement. Any affected parties, no assignment or transfer by a Defaulting Lender will constitute a waiver or release of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes any claim of this Agreement as any party hereunder arising from such Lender’s having been a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2Defaulting Lender. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2.2.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as APPENDIX I to EXHIBIT E hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by Sections 12.3(aSECTION 13.3.(A) and 12.3(b)hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 Commitment, Loans and Credit Exposure L/C Obligations under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents 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 theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Revolving Loan Commitment, Loans and obligations under this Agreement, Letter of Credit participations assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(cSECTION 13.3(B), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 CommitmentsRevolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure Exposure, if any, assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrowers of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or, if such Commitments have been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit "C-1" hereto (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(bSection 12.03(a), and (ii) payment of a $3,500 4,000 fee to the Agent for processing such assignment (unless PROVIDED that no such fee shall be required if the assignee is waived by an Affiliate of an assignor Lender or if the Agentassignee is already a Lender hereunder), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none Notice of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement 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 ERISAAssignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c12.03(b), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, and each Subsidiary Guarantor shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes and Subsidiary Guarantees are issued to such transferor Lender and new Notes and Subsidiary Guarantees or, as appropriate, replacement NotesNotes and Subsidiary Guarantees, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA (within the meaning of the Plan Asset Regulations) and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA(within the meaning of the Plan Asset Regulations). On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit "I" to EXHIBIT D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by Sections 12.3(a) and 12.3(b)SECTION 12.3.1, and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case transferor Lender, and the transferor Lender shall automatically be released on the effective date of an Assignment Agreement covering all such assignment, with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)SECTION 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit “I” to Exhibit D hereto (a “Notice of Assignment”), together with any consents required by Sections Section 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser Eligible Assignee to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement constitutes assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser Eligible Assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case transferor Lender, and the transferor Lender shall automatically be released on the effective date of an Assignment Agreement covering all such assignment, with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Eligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 12.3(c12.3(b), the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the AgentAgent or unless such assignment is made to such assigning Lender's Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “"plan assets” " as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure Exposure, if any, assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights 's rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment12.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(bSection 12.14(c)(ii), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent)) and (iii) if the Assignee Lender is not a Lender, delivery to the Administrative Agent of an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal, State and foreign securities laws and any tax forms required by Section 4.09, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser Assignee Lender to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment and Credit Exposure Loans under the applicable Assignment Agreement assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser Assignee Lender in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser Assignee Lender shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Assignor Lender shall be released with respect to the Revolving Credit Commitment and Credit Loans and LC Exposure assigned to such Purchaser Assignee Lender without any further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Assignor Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 12.14(c) 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 12.212.14(b). Upon the consummation of any assignment to a Purchaser an Assignee Lender pursuant to this Section 12.3(c12.14(c), the transferor Assignor Lender, the Administrative Agent and the Borrower Borrowers shall, if the transferor Assignor Lender or the Purchaser Assignee Lender 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 Assignor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserAssignee Lender, in each case in principal amounts reflecting their respective Revolving Credit Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery (via an electronic settlement system acceptable to the Administrative Agent) to and acceptance by the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)12.03, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment and (unless such fee iii) if the assignee is waived not a Lender, delivery to the Administrative Agent by the Agent)assignee of an Administrative Questionnaire, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement 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 ERISAassignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAdministrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 12.03 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 12.212.02. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c12.03(b), the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 CommitmentsLoans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under 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 “plan assets” under ERISAERISA or Section 4975 of the Code. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Termination Date has occurred, their respective Outstanding Revolving Credit Exposure) as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan Assignment, together with any consents required by Sections 12.3(a) and 12.3(b)Section 13.3.1, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the BorrowerCompany, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitments and obligations under this Agreement, Advances assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)13.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Company shall make appropriate arrangements so that new Notes orreplacement Notes, as appropriateif applicable, 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 Commitments, as adjusted pursuant to such assignment. (i) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may, with the prior written approval of the Company (which approval shall not be unreasonably withheld), grant to one or more special purpose funding vehicles (each, an "SPV", identified as such in writing from time to time by the Designating Lender to the Agent and the Company, the option to provide to a Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement, provided that (A) nothing herein shall constitute a commitment by any SPV to make any Loan, (B) if any SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (C) the Designating Lender shall remain liable for any indemnity or other payment obligation with respect to its Commitments hereunder and (D) the Borrowers shall not incur any additional costs or expenses as a result of any such grant by a Designated Lender to an SPV. The making of a Loan by an SPV hereunder shall utilize the relevant Commitment of the Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. (ii) As to any Loans or portion thereof made by it, each SPV shall have all the rights that a Lender making such Loans or portion thereof would have had under this Agreement; provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any related documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (iii) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement insolvency or liquidation proceedings under the laws of the United States or any State thereof. (iv) In addition, subject to Section 13.4, any SPV may, with the prior written approval of the Company (which approval shall not be unreasonably withheld), (A) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This 13.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which that survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAdministrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Sections 12.3(a) and 12.3(b)Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender or an original signatory hereto, such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none notice of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement 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 ERISAassignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrower, Lenders or Agent shall be required to release the transferor Lender shall be released with respect to the Commitment (or portion thereof) of such Lender and Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3(c)13.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent and the Alternate Currency Bank of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a13.3(A) and 12.3(b13.3(B), and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment (unless such fee is waived by the AgentAgent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the applicable Commitment and Credit Exposure Obligations under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits and interests of the Purchaser Purchaser, if not already a Lender, in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the applicable Revolving Loan Commitment and Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Alternate Currency Bank, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(C), the transferor Lender, the Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notespromissory notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrowers of the previously issued promissory notes (if any) held by the transferor Lender, new Notes promissory notes issued hereunder or, as appropriate, replacement Notes promissory notes are issued to such transferor Lender Lender, if applicable, and new Notes promissory notes or, as appropriate, replacement Notespromissory notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Termination Date has occurred, their respective Obligations), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to make payments under Section 2.15(E) to any Lender that is an assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that is an assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached to EXHIBIT D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by Sections 12.3(a) and 12.3(b)SECTION 12.3.1, and (iib) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)SECTION 12.3.2, the transferor Lender, the Agent Administrative Agent, and the Borrower shallshall make appropriate arrangements so that, if the transferor Lender or desires that its Loans be evidenced by Notes, replacement Notes are issued to such transferor Lender and, if 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 Commitmentsits Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit I to Exhibit C (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(b)Section 14.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the BorrowerBorrowers, the Lenders or the AgentAdministrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 14.3 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 12.214.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)14.3.3, the transferor Lender, the Administrative Agent and the Borrower 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 respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit I to Exhibit F hereto (a “Notice of Assignment”), together with any consents required by Sections 12.3(a) and 12.3(b)Section 13.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such the assignment is to an affiliate of the Lender in which case no fee is waived by the Agentshall be charged), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement 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 Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Domestic Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall make appropriate arrangements so that new Revolving Notes or, as appropriate, replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment; provided that simultaneously with the Borrower’s delivery of new or replacement Revolving Notes as provided in this Section 12.3 the Agent and the transferor Lender shall deliver to the Domestic Borrower any Revolving Note being replaced in whole or in part, conspicuously marked cancelled or replaced.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "Notice of Assignment"), together with any consents consent required by Sections 12.3(aSection 14.3(A) and 12.3(b)hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (unless such fee is waived by iii) the Agentcompletion of the recording requirements in Section 14.3(C), such Assignment Agreement 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 by the Agent in such Assignment AgreementNotice of Assignment. 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 Commitment, Loans and Credit Exposure L/C Obligations under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents 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 theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the any Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all Seller with respect to the percentage of the assigning Lender’s rights Aggregate Commitment, Loans and obligations under this Agreement, Letter of Credit and Swing Line Loan participations assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such Seller and new Notes notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notesnotes, are issued to such Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ 104 Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit C hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required --------- by Sections 12.3(aSection 13.3(A) and 12.3(b)hereof, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (unless provided no such fee is waived shall be required in connection with an assignment by the Agenta Lender to an Affiliate or successor entity of such Lender), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Credit Exposure or Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents 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 theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Revolving Loan Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(B), the transferor Lender, the ---------------- Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall make appropriate arrangements so that new Notes orthat, as appropriateto 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 respective CommitmentsRevolving Loan Commitment (or from and after the Conversion Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments and Outstanding Credit Exposure, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (iA) delivery to the Agent Agents of a duly executed an Assignment Agreementand Acceptance, together with any consents required by Sections 12.3(a) and 12.3(bSection 15.10(b)(ii), and (iiB) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementand Acceptance. The Assignment Agreement and Acceptance shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and and/or Extensions of Credit Exposure Loans under the applicable Assignment Agreement and Acceptance 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure and/or Loans assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the AgentAgents. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 15.10(b) 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 12.215.10(c). Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c15.10(b), the transferor Lender, the Administrative Agent and the Borrower 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 respective CommitmentsCommitments and/or Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative ---------------------- Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit I to Exhibit C (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment. Special Purpose Funding Vehicles. Notwithstanding anything to the contrary -------------------------------- contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive 77 the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 12.3.3, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 12.3.3 may not be amended without the written consent of the SPC.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Annex "I" to Exhibit "D" hereto (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(b)Section 13.3.1, and (ii) payment of a $3,500 2,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 Commitment, Facility Letters of Credit and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the Percentage of the assigning Lender’s rights Aggregate Commitment, Facility Letters of Credit and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)13.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 CommitmentsCommitment, as adjusted pursuant to such assignment. In addition, within a reasonable time after the effective date of any assignment, the Agent shall, and is hereby authorized and directed to, revise Schedule "1" reflecting the revised Percentages of each of the Lenders and shall distribute such revised Schedule "1" to each of the Lenders and the Borrower and such revised Schedule "1" shall replace the old Schedule "1" and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loans, as applicable, under the applicable Assignment Agreement constitutes “"plan assets” " as defined under 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 “"plan assets” " under ERISAERISA or Section 4975 of the Code. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loans, as applicable, assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment12.

Effect; Effective Date. Upon (i) delivery to the Agent Lender of (1) a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit "I" to Exhibit "D" hereto (a "Notice of Assignment"), together with any consents required by Sections 12.3(aSection 12.3.1, (2) the appropriate tax certifications and 12.3(b)other documents (if any) required under Section 2.18, duly completed and signed by the Purchaser mentioned in such Notice of Assignment and (3) all Notes payable to the order of or held by the transferor Lender, and (ii) payment of a $3,500 2,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Credit Exposure Loans under the applicable Assignment Agreement constitutes “assignment agreement are assets of any employee benefit plan assets” as defined under subject to ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “assets of any employee benefit plan assets” under subject to ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, Documents with a percentage of the Aggregate Commitment and with outstanding Loans as described in the Assignment Agreement and the Notice of Assignment to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect from its obligations hereunder to the Commitment and Credit Exposure extent such obligations have been assigned to such Purchaser without any pursuant to the Assignment Agreement and Notice of Assignment, and no further consent or action by the Borrowerany Credit Party, the Lenders or the AgentAgent shall be required. In the case of an Assignment Agreement covering all Each of the assigning Lender’s rights and obligations under this Agreement, such Lender Credit Parties shall cease to be a Lender hereunder but shall continue to be entitled to rely upon and shall have the benefits ofbenefit of the representations, warranties, covenants and subject to, those provisions agreements of this the Purchaser set forth in the Assignment Agreement and the other Loan Documents which survive payment Notice of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Credit Parties shall make appropriate arrangements so that new Notes or, as appropriate, (i) 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 CommitmentsCommitment, as adjusted pursuant to such assignmentassignment and (ii) the replaced Notes are returned to the appropriate Credit Parties for cancellation.

Effect; Effective Date. Upon The parties to each assignment shall deliver to the Agent (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment a processing and recordation fee of a $3,500 fee to the Agent for processing such assignment 3,500, (iii) an Administrative Questionnaire (unless such fee the assignee is waived by already a Lender) and (iv) the Agentdocuments required under Section 2.18(e), such Assignment Agreement shall become effective on . From and after the effective date specified in each Assignment Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by the Agent in such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.18, 3.1, 3.2, 3.4, and 9.7 with respect to facts and circumstances occurring prior to the effective date of such assignment. In the case of any assignment by a Lender to an Affiliate or Approved Fund for which no consent of the Borrower is required (other than in connection with an assignment by a Lender to an Affiliate or Approved Fund while a Default has occurred and is continuing), such Affiliate or Approved Fund shall not be entitled to claim compensation under Section 2.18 or 3.1(b) to the extent such assigning Lender would not have been entitled to claim such compensation as of such effective date, unless such assignment was made with the prior written consent of the Borrower (not to be unreasonably withheld or delayed). The Agent shall, solely for this purpose as agent of the Borrower, maintain a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders and the principal amount (and interest amounts) of the obligations under the Loan Documents owing to each Lender from time to time. The parties shall treat the registered owner as the Lender for all purposes of this Agreement absent manifest error, notwithstanding notice to the contrary. The Agent will confirm to any Lender, upon reasonable request, the amount of such Lender's Commitment and the principal amount of the obligations under the Loan Documents owing to such Lender from time to time. The 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 and Credit Exposure Loans under the applicable Assignment Agreement constitutes 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall make appropriate arrangements so that new Notes orreplacement Notes, as appropriateif applicable, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, if requested, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitmentsits Loans or Commitments and amounts owed to it under its outstanding Revolving Loan, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Commitments have terminated, the Revolving Loan Credit Exposure) or Term Loan Commitment (if any) and Term Loans, as appropriate, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA (within the meaning of the Plan Asset Regulations) and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA(within the meaning of the Plan Asset Regulations). On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.121

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Sections 12.3(a) and 12.3(b)Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none notice of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement 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 ERISAassignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a the Lender under the DIP Loan Documents, Documents to the same extent as if it were an original party thereto, and no further consent or action by Credit Parties, Lenders or Agent shall be required to release the transferor Lender shall be released with respect to the Commitment (or portion thereof) of such Lender and Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3(c)13.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(a) and 12.3(b), ) and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Credit Exposure under the applicable Assignment Agreement 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 Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment substantially in the form attached as EXHIBIT G hereto, together with any consents required by Sections 12.3(a) and 12.3(b)SECTION 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none notice of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement 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 ERISAassignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrower, Lenders or Agent shall be required to release the transferor Lender shall be released with respect to the Commitment (or portion thereof) of such Lender and Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3(c)SECTION 13.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon the later of (i) two Business Days (or such shorter period agreed to by the Agent) after (a) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached to Exhibit D hereto (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.1, and (iib) payment of a $3,500 3,000 fee to the Agent for processing such assignment, and (ii) the date certain specified in such Notice of Assignment, such assignment (unless shall become effective; provided that the Agent hereby waives payment of such fee is waived by the Agent), in connection with any such Assignment Agreement assignment that shall become effective on during the effective date specified by the Agent in such Assignment AgreementSyndication Period. The Agent shall, solely for this purpose as agent of the Borrower, maintain a copy of each Notice of Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the obligations under the Loan Documents owing to each Lender from time to time. The Agent will confirm to any Lender, upon reasonable request, the amount of such Lender's Commitment and the principal amount of the obligations under the Loan Documents owing to such Lender from time to time. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Agent Agent, and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall make appropriate arrangements so that new Notes orreplacement Notes, as appropriateif applicable, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, if requested, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitmentsits Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Credit Exposure Loan under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure or Loan assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments or Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Annex "I" to Exhibit "J" hereto (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.1, and (ii) payment of a $3,500 2,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 CommitmentsCommitment, 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 (ia) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit I to Exhibit C (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(b)Section 13.3.1, and (iib) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. 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 Revolving Credit Commitment, Revolving Credit Loans and participation interests in the Letters of Credit Exposure under the applicable Assignment Agreement constitutes “assignment agreement are "plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Facility Documents will not be “"plan assets” " under ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Facility Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Facility Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights and obligations under this AgreementAggregate Revolving Credit Commitment, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits ofLetter of Credit Commitment, and subject to, those provisions of this Agreement Revolving Credit Loans and the other Loan Documents which survive payment participation interests in Letters of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by Credit assigned to such Lender of a participation in such rights and obligations in accordance with Section 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)13.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Revolving Credit Loans be evidenced by Revolving Credit Notes, make appropriate arrangements so that new Revolving Credit Notes or, as appropriate, replacement Revolving Credit Notes are issued to such transferor Lender and new Revolving Credit Notes or, as appropriate, replacement Revolving Credit Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Credit Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Agent of an assignment (or, to the extent applicable, an agreement incorporating such an assignment by reference pursuant to a duly executed Assignment AgreementPlatform as to which the Agent and the parties to such assignment are participants), together with any consents required by Sections 12.3(a) 13.3.1 and 12.3(b)13.3.2, and (iib) payment of a $3,500 fee to the Agent for processing such assignment (unless the Purchaser is an Affiliate of the assigning Lender or such fee is waived by the Agent)) and (c) the delivery by the Purchaser to the Agent of an Administrative Questionnaire, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure Loans assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)13.3.3, the transferor Lender, the Agent and the Borrower 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 respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment substantially in the form attached as EXHIBIT H hereto, together with any consents required by Sections 12.3(a) and 12.3(b)SECTION 13.3.1, and (ii) payment by the transferor Lender or Eligible Assignee of a $3,500 5,000 fee to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none notice of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement 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 ERISAassignment. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrower, Lenders or Agent shall be required to release the transferor Lender shall be released with respect to the Commitment (or portion thereof) of such Lender and Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3(c)SECTION 13.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify 68 73 Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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, unless the transferor Lender notifies the Administrative Agent at the time of such assignment or transfer that the parties thereto do not, in the event such assignment or transfer fails to comply with this Section 12.3, want to treat such assignment or transfer as a sale of a participation, in which case such attempted assignment or transfer shall be null and void for the purposes of this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreement, together with any consents required by Sections 12.3(aSubsections 11.3(A) and 12.3(b11.3(B), and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreement. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment and Credit Exposure Extensions under the applicable Assignment Agreement constitutes “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents Financing Agreements will not be “"plan assets” " under ERISA. On and after the effective date of such Assignment Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document Financing Agreement executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan DocumentsFinancing Agreements, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Credit Commitment and Credit Exposure Extensions assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents Financing Agreements which survive payment of the Secured Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 Subsection 11.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignmentSubsection 11.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(aSECTIONS 13.3(A) and 12.3(b13.3(B), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender's Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Revolving Credit Exposure Obligations under the applicable Assignment Agreement constitutes “"plan assets” " as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Revolving Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights 's rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.121

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) and 12.3(b)SECTION 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further -47- consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section SECTION 12.3 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 SECTION 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)SECTION 12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement 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 Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loan under the applicable Assignment Agreement assignment agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure Loan assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3 , the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans Loan be evidenced by Notes, make appropriate arrangements so that (a) 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 Commitments, as adjusted pursuant to such assignment, and (b) thereafter, the old or replaced notes shall be marked cancelled and returned to the Borrower.

Effect; Effective Date. Upon (i) delivery to the Agent Agents of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "Notice of Assignment"), together with any consents consent required by Sections 12.3(aSection 13.3(A) and 12.3(b)hereof, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however in connection with assignments by the Syndication Agent in during the Syndication Period, no such Assignment Agreementprocessing fee shall be applicable. 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 Commitment, Loans and Credit Exposure L/C Obligations under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents 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 theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agents shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Revolving Loan Commitment, Loans and obligations under this Agreement, Letter of Credit participations assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(B), the transferor Lender, the Syndication Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 CommitmentsRevolving Loan Commitment, Acquisition Facility Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 13.3.1 and 12.3(b)13.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender's Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreement. The 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 and Outstanding Credit Exposure under the applicable such Assignment Agreement 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrowerany Obligor, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)13.3.3, the transferor Lender, the Administrative Agent and the Borrower 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 respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a13.3(A) and 12.3(b13.3(B), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the AgentAdministrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Revolving Credit Exposure Obligations under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Revolving Credit Exposure Obligations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 13.3 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 12.213.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c13.3(C), the transferor Lender, the Administrative Agent and the Borrower shall, at no additional cost to the Borrower, and, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notespromissory notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the previously issued promissory notes (if any) held by the transferor Lender, new Notes promissory notes issued hereunder or, as appropriate, replacement Notes promissory notes are issued to such transferor Lender Lender, if applicable, and new Notes promissory notes or, as appropriate, replacement Notespromissory notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitments (or, if the Revolving Loan Termination Date has occurred, their respective Revolving Credit Obligations), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit I to Exhibit C hereto (a "Notice of Assignment"), together with any consents required by Sections 12.3(a) and 12.3(bSection 14.3(i), and (ii) payment of a $3,500 3,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that it is an Eligible Assignee and that none of the consideration used to make the purchase of the Commitment and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Agent shall be required to release the case of an Assignment Agreement covering all transferor Lender with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c14.3(ii), the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 Commitmentsits Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementnotice of assignment substantially in the form attached as Exhibit I hereto, together with any consents required by Sections 12.3(a) and 12.3(b)Section 14.3.1, and (ii) payment of a $3,500 2,500 fee to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment (unless such fee is waived by the Agent), such Assignment Agreement shall become effective on the effective date specified by the Agent in such Assignment Agreementnotice of assignment. The Assignment Agreement and Acceptance shall contain a representation and warranty by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and Eligible Assignee that the rights and interests of the Purchaser in and under the Loan Documents assignment evidenced thereby will not be “plan assets” result in a non-exempt "prohibited transaction" under Section 406 of ERISA. On and after the effective date of such Assignment Agreementassignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any the other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Agent shall be required to release the transferor Lender shall be released with respect to the Commitment (or portion thereof) of such Lender and Credit Exposure Obligations assigned to such Purchaser without any further consent or action Eligible Assignee. Without limiting the generality of the foregoing, such Eligible Assignee shall be subject to and bound by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Documents. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3(c)14.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, Borrowers shall 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 14.3.1, then (i) such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, (ii) each Eligible Assignee to which such transferor Lender shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it, and (iii) the transferor Lender shall continue to be entitled to the benefits of those provisions of the Loan Documents (including indemnities from Obligors) that survive Full Payment of the Obligations.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a duly executed Assignment Agreementnotice of assignment, substantially in the form attached as Exhibit "I" to EXHIBIT D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by Sections 12.3(a) and 12.3(b)SECTION 12.3.1, and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment (unless such fee is waived by the Agent)assignment, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment AgreementNotice of Assignment. The Notice of Assignment Agreement 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 and Credit Exposure Loans under the applicable Assignment Agreement constitutes “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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party theretohereto, and the transferor Lender shall be released with respect to the Commitment and Credit Exposure assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the Agent. In Administrative Agent shall be required to release the case transferor Lender, and the transferor Lender shall automatically be released on the effective date of an Assignment Agreement covering all such assignment, with respect to the percentage of the assigning Lender’s rights Aggregate Commitment and obligations under this Agreement, Loans assigned to such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)SECTION 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, shall 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 CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed Assignment Agreementan assignment pursuant to Section 12.3.1, together with any consents required by Sections 12.3(a) and 12.3(b)Section 12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent)) and (iii) the documents required by Section 3.5, such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement assignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement assignment agreement constitutes “"plan assets” " as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender’s rights ▇▇▇▇▇▇'s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that no assignment by a Defaulting Lender will constitute or effect a waiver or release of any claim of any party arising from such Lender being a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or if the Aggregate Commitment has been terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Agent of a duly executed an Assignment Agreement, together with any consents required by Sections 12.3(a) 12.3.1 and 12.3(b)12.3.2, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such Assignment Agreement assignment shall become effective on the effective date specified by the Agent in such Assignment Agreementassignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Revolving Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights rights, benefits 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 Agreementassignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Revolving Credit Exposure Exposure, if any, assigned to such Purchaser without any further consent or action by the BorrowerBorrowers, the Lenders or the Agent. In the case of an Assignment Agreement assignment covering all of the assigning Lender▇▇▇▇▇▇’s rights rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementLoan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c)12.3.3, the transferor Lender, the Agent and the Borrower Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that that, upon cancellation and surrender to the Borrowers of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or, if such Commitments have been terminated, their respective Revolving Credit Exposure), as adjusted pursuant to such assignment.