Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any tax forms or documentation required to be delivered under [Section 2.14(e)].

Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses of any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses of Indemnitee’s counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses provisions of this Agreement.

ASSIGNMENT AND ASSUMPTION. The [[Organization D:Organization]] hereby sells and assigns to the [[Organization C:Organization]], and the [[Organization C:Organization]] hereby purchases and assumes from the [[Organization D:Organization]], an interest in and to the [[Organization D:Organization]]’s rights and obligations under the Loan Agreement and the other Loan Documents in the amount and Pro Rata Share specified in Item 2 of [Schedule 1] of all outstanding rights and obligations under the Loan Agreement and the other Loan Documents. The Pro Rata Share of the [[Organization C:Organization]] and the [[Organization D:Organization]], after giving effect to this Assignment Agreement, is set forth in Item 3 of [Schedule 1].

Liabilities Transferred to HPE. HP distributed its interest in Hewlett Packard Enterprise Company (“HPE”) to its shareholders on or about November 1, 2015 (the “HPE Distribution Date”). Pursuant to an agreement between HP and HPE, on the HPE Distribution Date certain employees and former employees of HPE ceased to participate in the Plan and the liabilities for these participants' benefits under the Plan were transferred to HPE. On and after the HPE Distribution Date, HP, the Plan, any directors, officers, or employees of HP, and any successors thereto, shall have no further obligation or liability to any such participant with respect to any benefit, amount, or right due under the Plan.

Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller be deemed to sell, transfer, assign, convey or deliver any of the Excluded Assets to the Buyer, and the Seller shall retain all right, title and interest to, in and under, and all Liabilities with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean only the following items, assets and properties of the Seller:

Absence of Undisclosed Liabilities. The Company has no Liability and there is no basis for any Action or Proceeding with respect to any Liability, except for Liabilities as set forth on Annex A attached hereto.

No Assets or Liabilities. Other than the rights and obligations of the Company pursuant to this Agreement, the Merger Agreement, the Equity Commitment Letter and the other Transaction Agreements to which the Company is a party, the Company has never had nor has, directly or indirectly, any material liabilities of any nature (whether absolute, accrued, contingent or otherwise), nor has the Company ever held or owned and does not hold or own any material assets.

Absence of Undisclosed Liabilities. Except as incurred by Sellers in the ordinary course of operating its business since the date of the Financial Statements, to the knowledge of Sellers, there has not been any material adverse change in Sellers' business condition (financial or otherwise), properties or operations. Further, Sellers are not aware of any liabilities, whether absolute, accrued, contingent or otherwise, arising through the ownership or operation of Sellers which materially affect the Assets or the operation of Sellers' business; and Sellers do not know of any basis for the assertion against the Assets of any undisclosed liability of Sellers.

SECTION # Purchase of Assets and Assumption of Liabilities. At the Closing, Buyer shall purchase, and Seller shall sell, transfer, assign and convey to Buyer all of Seller’s right, title and interest in and to the Acquired Assets, free and clear of all Liens (other than Permitted Liens), in exchange for # an amount in cash equal to the Purchase Price as set forth in, and determined in accordance with, Section 2.07(a), and (b) the assumption by Buyer, and the agreement by Buyer to pay, discharge and perform when due, all of the Assumed Liabilities, in each case upon the terms and subject to the conditions set forth herein.

Substitution and Assumption of Awards. The Committee may make Awards under the Plan by assumption, substitution or replacement of stock options, stock appreciation rights, stock units or similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The terms of such assumed, substituted or replaced Awards shall be as the Committee, in its discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan. Any such substitute or assumed Awards shall not count against the Share limitation set forth in Section 5(a) (nor shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in Section 5(b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.