Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumption, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment and Assumption. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, no further consent or action by any Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term Loans, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Annex "I" to Exhibit "J" hereto (a "Notice of Assignment"), together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $3,500 2,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term LoansCommitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1In addition, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as within a Lender prior to the applicable assignment except in respect of a Change in Law reasonable time after the applicable effective date of any assignment). The Administrative Agent, acting solely for this purpose as an agent the Agent shall, and is hereby authorized and directed to, revise Schedule "1" reflecting the revised commitments and percentages of Borrower, shall maintain a register for the recordation of the names and addresses each of the Lenders and principal amounts (and related interest amounts) shall distribute such revised Schedule "1" to each of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, Lenders and the Borrower, Administrative Agent, whereupon such revised Schedule shall replace the old Schedule and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]become part of this Agreement.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit I to Exhibit C (a "Notice of Assignment"), together with any consents required by Section 13.3.1, and (iib) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Credit Loans and Assumptionparticipation interests in the Letters of Credit under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Facility Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Facility Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Revolving Credit Commitment, the Letter of Credit Commitment, Revolving Credit Loans and the participation interests in Letters of Credit assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term LoansRevolving Credit Commitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.213.3, 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptionassignment, together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Eligible Assignee 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 “plan assets” as defined under ERISA and Assumptionthat the rights and interests of the Eligible Assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders Lenders, the LC Issuer or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent Agent, the LC Issuer and the Borrower shall, if the transferor Lender or the Purchaser Eligible Assignee desires that its Loans Outstanding Credit Exposure 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and AssumptionAgreement, together with any consents required by Section 13.3.1, 12.3(b) and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment Agreement. Such Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and AssumptionOutstanding Credit Exposure under such Assignment Agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it such Purchaser were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrowers, the Lenders Lenders, the Agent, the LC Issuer, or the Administrative Agent Acceptance Lender shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Revolving Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3, the transferor Lender, the Administrative Agent 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 Revolving Commitments and Term LoansLoans B, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumption, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment and Assumption. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, no further consent or action by any Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term Loans, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumption---------------------- a notice of assignment, substantially in the form attached as Annex "I" to Exhibit "I" hereto (a "Notice of Assignment"), together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $3,500 2,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and AssumptionLoans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partyof the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to its Percentage of the Aggregate Commitment, Facility Letters of Credit and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1In addition, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as within a Lender prior to the applicable assignment except in respect of a Change in Law reasonable time after the applicable effective date of any assignment). The Administrative Agent, acting solely for this purpose as an agent the Agent shall, and is hereby authorized and directed to, revise Schedule "1" reflecting the revised Percentages of Borrower, shall maintain a register for the recordation of the names and addresses each of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect distribute such revised Schedule "I" to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by Lenders and the Borrower and any Lender at any reasonable time such revised Schedule "1" shall replace the old Schedule "1" and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and AssumptionAgreement, together with any consents required by Section 13.3.112.3.1, and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignment (unless otherwise agreed such fee is waived by the Administrative Agent in its discretion) for processing such assignmentAgent), such assignment shall become effective on the effective date specified in such assignment. 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 AssumptionLoans 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, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term LoansCommitments (or, if the Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].SIDLEY A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP

Effect; Effective Date. Upon (i) recordation in the Register of an assignment following delivery to the Administrative Agent of an a fully executed Assignment and Assumption, in the form of Exhibit A (together with any consents the required by forms and certificates regarding tax matters and other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment may be required to deliver pursuant to Section 13.3.1, 5.9) and (ii) payment a processing fee of a $3,500 fee to the Administrative Agent (unless otherwise agreed or waived by the Administrative Agent in its sole discretion, and provided that no such registration US-DOCS\135051485.13 and processing fee shall be payable (y) for processing such assignmentin connection with an assignment by or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an Affiliate or Approved Fund), such the assignment shall become effective on the effective date as specified in the notice, if it complies with this Section 14.3. From such Assignment and Assumption. On and after effective date, (i) the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder and (ii) the assigning Lender thereunder shall, to the same extent as if it were an original party heretothat the rights and obligations here under have been assigned to the Eligible Assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 4.6. and be released from its obligations hereunder (and, with respect in the case of an assignment covering all or the remaining portion of an assigning ▇▇▇▇▇▇’s rights and obligations hereunder, such ▇▇▇▇▇▇ shall cease to be a party hereto upon the effectiveness of such assignment); provided, anything contained in any sale of all of the Term Loans of a Term Loan LenderDocuments to the contrary notwithstanding, no further consent or action by any Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term Loans, as adjusted pursuant to such assignment. Such transferor assigning Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (all indemnities hereunder as specified herein with respect to the extent such Lender’s entitlement to such benefit arose matters arising out of its position the prior involvement of such assigning ▇▇▇▇▇▇ as a Lender prior to hereunder. Upon consummation of an assignment, the transferor Lender, Administrative Agent and Borrower shall make appropriate arrangements for the surrender of any existing notes for cancellation and issuance of replacement and/or new notes, if applicable assignment except in respect of a Change in Law after the applicable assignment)and requested. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumption, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment and Assumption. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term Revolving Credit 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 Term Revolving Credit Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Revolving Credit Commitment assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term LoansRevolving Credit Commitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 3.5, 4.9 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower▇▇▇▇▇▇▇▇, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders ▇▇▇▇▇▇▇ shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender Lender, at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and Borrower of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit “I” to Exhibit B hereto (a “Notice of Assignment”), together with any consents required by 106 107599586\V-16 US_Active\115440519\V-15 Section 13.3.112.3(a), and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment and AssumptionNotice of Assignment. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender as (other than a transferor Lender under this Agreementtransferring to an Affiliate of such Lender unless such Affiliate is a Qualified Institution) shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(b), the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term LoansCommitment, as adjusted pursuant to such assignment. Such transferor Lender In no event shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and be required to incur any Lender at costs or expenses to effect any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]such assignments.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Lenders of an Assignment and Assumptiona notice 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 Section 13.3.114.3(a), and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, and (iii) the completion of the recording requirements in Section 14.3(c), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and AssumptionL/C Obligations under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders, the Alternate Currency Lenders or the Administrative Agent shall be required to release the transferor Assigning Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment, Loans and Letter of Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(b), the transferor Assigning Lender, the Administrative Agent Agent, the Alternate Currency Lenders 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 Term LoansCommitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled Notwithstanding anything to the benefit 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 Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (the sum which such Borrower would have been obligated to pay to the extent Lender that was the Assigning Lender, assignor or transferor had such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]or transfer not been effected.

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 Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached to Exhibit D hereto (a "Notice of Assignment"), together with any consents required by Section 13.3.112.3.1, and (b) payment of a $3,000 fee to the Agent for processing such assignment, and (ii) payment the date certain specified in such Notice of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentAssignment, such assignment shall become effective; provided that the Agent hereby waives payment of such fee in connection with any such assignment that shall become effective on during the effective date specified Syndication Period. The Agent shall, solely for this purpose as agent of the Borrower, maintain a copy of each Notice of Assignment delivered to it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the obligations under the Loan Documents owing to each Lender from time to time. The Agent will confirm to any Lender, upon reasonable request, the amount of such Lender's Commitment and the principal amount of the obligations under the Loan Documents owing to such Lender from time to time. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in such Assignment and Assumptionunder the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent 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 Term Loansits Commitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.213.3, 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery Subject to the Administrative acceptance and recording thereof by Agent of an Assignment pursuant to Section 13.3(g), from and Assumption, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on after the effective date specified in each Assignment and Assumption Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAssumption Agreement, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Assumption 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 Section 3.1 and Section 10.6 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement and the other Loan Documents that does not comply with this Section 13.3(f) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.2. The Assignment and Assumption Agreement shall contain a representation by the Assignee to the effect that none of the consideration used to make the purchase of the Commitment and the applicable Pro Rata Share of the Loans under the applicable assignment agreement constitutes “plan assets” as defined under Section 3(42) of ERISA and that the rights and interests of the Assignee in and under the Loan Documents will not be “plan assets” under Section 3(42) of ERISA. On and after the effective date of such assignment, such Purchaser Assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party heretothereto, and, and the transferor Lender shall be released with respect to any sale of all the Commitment and the applicable Pro Rata Share of the Term Loans of a Term Loan Lender, no assigned to such Assignee without any further consent or action by any Loan PartyBorrower, the Lenders or Agent. In the Administrative Agent shall be required to release case of an assignment covering all of the transferor Lender as a Lender assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.2. Upon the consummation of any assignment to a Purchaser an Assignee pursuant to this Section 13.3.213.3(f), the transferor Lender, the Administrative Agent and the Borrower shall, if subject to the transferor Lender or the Purchaser desires that its Loans be evidenced by Notesprovisions in Section 13.3(g) below, 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 PurchaserAssignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Annex I to Exhibit F (a “Notice of Assignment”), together with any consents required by Section 13.3.110.08(d), and (ii) payment by the assigning Bank of a $3,500 4,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans 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, such Purchaser shall for all purposes be a Term Lender Bank party to this Agreement and any other Loan Document executed by or on behalf of the Lenders Banks and shall have all the rights and obligations of a Term Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Company, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender as Bank with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Lender under this AgreementDefaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.210.08(e), the transferor LenderBank, the Administrative Agent and the Borrower Company shall, if the transferor Lender Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit “I” to Exhibit D hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.112.3(i), and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Eligible Assignee to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Eligible Assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender as a Lender under this Agreementshall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 13.3.212.3.2, 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansCommitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptionassignment, together with any consents required by Section 13.3.112.3.1, and (ii) payment of a the $3,500 4,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Assignment assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment, Loans, participation in Facility Letters of Credit and AssumptionSwing Line Loans 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, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment, Loans, participation in Facility Letters of Credit and Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Purchaser, in each case in principal amounts reflecting their respective Term LoansRevolving Commitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1In addition, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as within a Lender prior to the applicable assignment except in respect of a Change in Law reasonable time after the applicable effective date of any assignment). The Administrative Agent, acting solely for this purpose as an agent the Agent shall, and is hereby authorized and directed to, revise Schedule 1 reflecting the revised Percentages of Borrower, shall maintain a register for the recordation of the names and addresses each of the Lenders and principal amounts (and related interest amounts) shall distribute such revised Schedule 1 to each of the Loans owing to each Lender from time to time (Lenders and Astec and such revised Schedule 1 shall replace the “Register”). The entries in the Register shall be conclusive absent manifest error, old Schedule 1 and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit 1 to Exhibit I hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.1, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,500 4,000.00 fee (or, in the case of an assignment to the Administrative assignor’s Affiliate or by reason of the provisions of Section 2.19 or Section 2.20, a $2,000 fee) to the Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Revolving Credit Lender (in the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the applicable Commitments and Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.03(b), the transferor Lender, the 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 Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term LoansLoans (in the case of the Term Loan Facility), as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon the later of (i) two Business Days (or such shorter period agreed to by the Agent) after (a) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached to Exhibit E hereto (a "Notice of Assignment"), together with any consents required by Section 13.3.112.3.1, and (b) payment of a $1,000 fee to the Agent for processing such assignment, and (ii) payment the date certain specified in such Notice of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentAssignment, such assignment shall become effective; provided that the Agent hereby waives payment of such fee in connection with any such assignment that shall become effective on during the effective date specified Syndication Period. The Agent shall, solely for this purpose as agent of the Borrower, maintain a copy of each Notice of Assignment delivered to it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the obligations under the Loan Documents owing to each Lender from time to time. The Agent will confirm to any Lender, upon reasonable request, the amount of such Lender's Revolving Commitment and the principal amount of the obligations under the Loan Documents owing to such Lender from time to time. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in such Assignment and Assumptionunder the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent 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 its Revolving Commitment and amounts owed to it under its outstanding Revolving Loan and Term LoansLoan, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and AssumptionAgreement, together with any consents required by Section 13.3.112.3.1, and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignment (unless otherwise agreed such fee is waived by the Administrative Agent in its discretion) for processing such assignmentAgent), such assignment shall become effective on the effective date specified in such assignment. 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 AssumptionOutstanding 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, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Outstanding Credit SIDLEY AUSTIN BROWN & WOOD Exp▇▇▇▇▇ ▇▇▇▇▇▇ed ▇▇ ▇uch Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 and Term Loans, as applicable (or, if the Revolving Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as EXHIBIT H hereto, together with any consents required by Section SECTION 13.3.1, and (ii) payment by the transferor Lender or Eligible Assignee of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.2SECTION 13.3, 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify 68 73 Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the DIP Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyCredit Parties, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and AssumptionAssignment, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentassignment (provided that such fee shall not be required if such assignment is to an existing Lender or an Affiliate thereof), and such assignment shall become effective on the effective date specified in such Assignment. The 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 AssumptionLoans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitments and Advances assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue Upon the request of the Administrative Agent and such Purchaser, the Borrowers will take or cause to be entitled taken such other action, if any, as may be required by applicable law to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent effect such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative DIP Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit F hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative DIP Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor DIP Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term DIP Lender party to this the Agreement and any other DIP Loan Document executed by or on behalf of the DIP Lenders and shall have all the rights and obligations of a Term DIP Lender under the DIP Loan Documents, Documents to the same extent as if it were such Eligible Assignee was an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the DIP Lenders or the Administrative DIP Agent shall be required to release the transferor DIP Lender as a with respect to the Commitment (or portion thereof) of such DIP Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.2, the transferor DIP Lender, the Administrative DIP 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 DIP Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor DIP Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor DIP Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify DIP Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to DIP Agent to indemnify DIP Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit I hereto, together with any consents required by Section 13.3.114.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term Lender party to this Agreement and any other Loan Credit Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Term the Lender under the Loan Documents, Credit Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent Agents shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.214.3, 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 14.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptionassignment, together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless otherwise agreed such fee is waived by the Administrative Agent in its discretion) for processing such assignmentAgent), such assignment shall become effective on the effective date specified in such Assignment assignment. The 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 AssumptionAggregate Outstanding 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, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Aggregate Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit G hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Revolver Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.213.3, 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansRevolver Commitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.113.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to and no consent or action by any sale of all of the Term Loans of a Term Loan Lender, Borrowers or the Lenders and no further consent or action by any Loan Party, the Lenders or the Global Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment, Loans and the Syndicated Canadian Loan participations and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor Lender, the Global Administrative Agent and the Borrower Harley shall, if the requested by such transferor Lender or the Purchaser desires that its Loans be evidenced by NotesPurchaser, 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 Term Loans, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptionassignment, together with any consents required by Section 13.3.112.3(a), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless otherwise agreed such fee is waived by the Administrative Agent in its sole discretion) for processing such assignment), such assignment shall become effective on the effective date specified in such Assignment assignment. The 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 AssumptionOutstanding 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, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser; provided, however, that for the avoidance of doubt, the transferor Lender under shall continue to be entitled to the benefits of those provisions of this AgreementAgreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3(a), 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 Term LoansCommitments (or, if the Commitments have terminated, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.213.3, 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Bank of an Assignment and Assumptiona notice 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 Section 13.3.113.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and AssumptionL/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders Lenders, the Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender as a Lender under this AgreementSeller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(B), the transferor LenderSeller, the Administrative Agent Agent, the Alternate Currency Bank 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 Term LoansRevolving Loan Commitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled Notwithstanding anything to the benefit 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 Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (the sum which the Borrower would have been obligated to pay to the extent Lender that was the Seller, assignor or transferor had such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice 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 Section 13.3.113.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Revolving Loan Commitment, Aggregate Debt Purchase Facility Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.213.3(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, 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 Purchaser, in each case in principal amounts reflecting their respective Term LoansRevolving Loan Commitment and Debt Purchase Facility Commitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit 1 to Exhibit G hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.1, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,500 4,000.00 fee (or, in the case of an assignment to the Administrative assignor’s Affiliate or by reason of the provisions of Section 2.19 or Section 2.20, a $2,000 fee) to the Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Revolving Credit Lender (in the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the applicable Commitments and Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.03(b), the transferor Lender, the 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 Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term LoansLoans (in the case of the Term Loan Facility), as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptionassignment, together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Assignment assignment. The assignment shall contain a representation by the Eligible Assignee to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionOutstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Eligible Assignee in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders Lenders, the LC Issuer or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent Agent, the LC Issuer and the Borrower shall, if the transferor Lender or the Purchaser Eligible Assignee desires that its Loans Outstanding Credit Exposure 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of an Assignment and Assumptionassignment, together with any consents required by Section 13.3.112.3.1, and (iib) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment (unless otherwise agreed such fee is waived by the Administrative Agent in its discretion) for processing such assignmentAgent), such assignment shall become effective on the effective date specified in such Assignment assignment. The assignment shall contain a representation by the assignee to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionOutstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such assignee. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the any Borrower shall, if the transferor Lender or the Purchaser assignee 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 Purchaserassignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as EXHIBIT G hereto, together with any consents required by Section SECTION 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.2SECTION 13.3, 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit I to Exhibit D (a "Notice of Assignment"), together with any consents required by Section 13.3.111.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) Lender for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Lender's Revolving Commitment and/or Outstanding Revolving Credit Exposure under the applicable assignment agreement are "plan assets" as defined under ERISA and Assumptionthat the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the Lender's Revolving Commitment and/or Outstanding Revolving Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.211.3.2, the transferor Lender, the Administrative Agent and the Borrower 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 Term LoansRevolving Commitment and Outstanding Revolving Credit Exposure, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit “I” to Exhibit D hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.112.3(a), and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Eligible Assignee to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Eligible Assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender as a Lender under this Agreementshall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 13.3.212.3(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 Term LoansCommitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as EXHIBIT H hereto, together with any consents required by Section SECTION 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Revolver Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.2SECTION 13.3, 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansRevolver Commitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as EXHIBIT H hereto, together with any consents required by Section SECTION 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3.2SECTION 13.3, 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit I to Exhibit C (a "Notice of Assignment"), together with any consents required by Section 13.3.112.3.1, and (ii) effective on and after January 9, 2001, payment of a $3,500 4,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the Administrative Agent and Assumptionthe Borrowers 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 are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit “I” to Exhibit D hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.112.3(a), and (ii) payment of a $3,500 fee by - 63 - the assignor or assignee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Eligible Assignee to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Eligible Assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender as a Lender under this Agreementshall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 13.3.212.3(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 Term LoansCommitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumption, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment and Assumption. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, no further consent or action by any Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreement. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term Loans, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower▇▇▇▇▇▇▇▇, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders ▇▇▇▇▇▇▇ shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Annex "I" to Exhibit "J" hereto (a "Notice of Assignment"), together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionLoans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, 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 Term LoansCommitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1In addition, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as within a Lender prior to the applicable assignment except in respect of a Change in Law reasonable time after the applicable effective date of any assignment). The Administrative Agent, acting solely for this purpose as an agent the Agent shall, and is hereby authorized and directed to, revise Schedule "1" reflecting the revised commitments and percentages of Borrower, shall maintain a register for the recordation of the names and addresses each of the Lenders and principal amounts (and related interest amounts) shall distribute such revised Schedule "1" to each of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, Lenders and the Borrower, Administrative Agent, whereupon such revised Schedule shall replace the old Schedule and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Lenders of an Assignment and Assumptiona notice 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 Section 13.3.114.3(a), and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, and (iii) the completion of the recording requirements in Section 14.3(c), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and AssumptionL/C Obligations under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders, the Alternate Currency Lenders or the Administrative Agent shall be required to release the transferor Assigning Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.214.3(b), the transferor Assigning Lender, the Administrative Agent Agent, the Alternate Currency Lenders 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 Term LoansCommitment, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled Notwithstanding anything to the benefit contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(e) to any Lender that is a Purchaser, assignee or transferee any sum in excess of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (the sum which such Borrower would have been obligated to pay to the extent Lender that was the Assigning Lender, assignor or transferor had such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]or transfer not been effected.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of an Assignment and Assumptionassignment, together with any consents required by Section 13.3.112.3.1, and (iib) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment (unless otherwise agreed such fee is waived by the Administrative Agent in its discretion) for processing such assignmentAgent), such assignment shall become effective on the effective date specified in such Assignment assignment. The assignment shall contain a representation by the assignee to the effect that none of the consideration used to make the purchase of the Commitment and AssumptionOutstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such assignee. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser assignee 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 Purchaserassignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as EXHIBIT I hereto, together with any consents required by Section SECTION 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender or an original signatory hereto, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section SECTION 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment, substantially in the form attached as Exhibit “I” to Exhibit D hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.112.3(i), and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Eligible Assignee to the effect that none of the consideration used to make the purchase of the portion of the Loans under the applicable assignment agreement are “plan assets” as defined under ERISA and Assumptionthat the rights and interests of the Eligible Assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender as a Lender under this Agreementshall automatically be released on the effective date of such assignment, with respect to the percentage of the Outstanding Loan Amount assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 13.3.212.3.2, 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Term Loansportions of the Loan, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.

Effect; Effective Date. Upon (i) delivery to the Administrative ---------------------- Agent of an Assignment and Assumptionassignment, together with any consents required by Section 13.3.112.3.1, -------------- and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless otherwise agreed such fee is waived by the Administrative Agent in its discretion) for processing such assignmentAgent), such assignment shall become effective on the effective date specified in such Assignment assignment. The 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 AssumptionSyndicated Loans 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, such Purchaser shall for all purposes be a Term 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 Term Lender under the Loan Documents, to the same extent as if it were an original party hereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan Partythe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a Lender under this Agreementwith respect to the percentage of the Aggregate Commitment and Syndicated Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.212.3.2, -------------- the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Syndicated Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term LoansCommitments (or, after the earlier of the Conversion Date or the Commitment Termination Date, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved].

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an Assignment and Assumptiona notice of assignment substantially in the form attached as Exhibit I hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Assignment and Assumptionnotice of assignment. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Term 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 Term the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and, with respect to any sale of all of the Term Loans of a Term Loan Lender, and no further consent or action by any Loan PartyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender as a with respect to the Commitment (or portion thereof) of such Lender under this Agreementand Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 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, 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 Term LoansCommitments, as adjusted pursuant to such assignment. Such If the transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out have assigned all of its position as a interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender prior shall no longer have any obligation to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and Lenders shall treat each person whose name is recorded in the Register as the Lender indemnify Agent with respect to any transactions, events or occurrences that transpire after the Loans shown in the Register as owing effective date of such assignment, and each Eligible Assignee to which such person, notwithstanding any notice to the contrary. The Register transferor shall make an assignment shall be available for inspection by responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Borrower and any Lender at any reasonable time and from time effective date of such assignment to time upon prior reasonable notice. -86- 86 13.3.3 13.3.3. [Reserved]it.