Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement, together with any consents required by [Sections 13.3(A) and 13.3(B), and (ii)])])] payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Revolving Credit Obligations and/or Term Loan Commitment or Term Loans under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Credit Obligations and/or Term Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this [Section 13.3] (except as otherwise consented to in accordance with the terms of this Agreement) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with [Section 13.2]. With respect to each assignment under this [Section 13.3(C)], the Purchaser, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement, together with any consents required by [Sections 13.3(A) and 13.3(B), and (ii)])])] payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to such assigning Lender’Lender’s Affiliate), such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Revolving Credit Obligations and/or Term Loan Commitment or Term Loans under the applicable Assignment Agreement constitutes “plan assets”“plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets”“plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Credit Obligations and/or Term Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’Lender’s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment).Loans. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this [SectionSection 13.3]3 (except as otherwise consented to in accordance with the terms of this Agreement) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with [SectionSection 13.2].2. With respect to each assignment under this [Section 13.3(C)], the Purchaser, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company​ and its affiliates and related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement,assignment, together with any consents required by [Sections 13.3(A) and 13.3(B)[Section 12.3.1], and (ii)])])]# payment of a $3,500$4,000 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate)Agent), such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreementassignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Revolving Credit Obligations and/or Term Loan Commitment or Termand the outstanding Loans under the applicable Assignment Agreementassignment agreement constitutes “plan assets”“plan assets” as defined under ERISA and that the rights, benefitsrights and interests of the Purchaser in and under the Loan Documents will not be “plan assets”“plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders[[Organization B:Organization]] and shall have all the rights, benefitsrights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto,hereto, and the transferor Lender shall be released with respect to the Revolving Credit Obligations and/or Term Loans assigned to such Purchaser without anyno further consent or action by the Borrowers, the LendersBorrower, [[Organization B:Organization]] or the Administrative Agent. InAgent shall be required to release the case of an assignment covering alltransferor Lender with respect to the percentage of the assigning Lender’s rights, benefits and obligations under this Agreement,Aggregate Commitment assigned to such Lender shall ceasePurchaser. Upon the consummation of any assignment to be a Lender hereunder but shall continuePurchaser pursuant to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this [Section 13.3] (except as otherwise consented to in accordance with the terms of this Agreement) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with [Section 13.12.3.2]. With respect to each assignment under this [Section 13.3(C)], the Purchaser, if it shall not be atransferor Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in whichand the assignee designates one or more Credit ContactsBorrower shall, if the Purchaser desires that its Loans be evidenced by a Note, make appropriate arrangements so that a Note is issued to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.Purchaser.

Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement,assignment (or, to the extent applicable, an agreement incorporating such an assignment by reference pursuant to a Platform as to which the Agent and the parties to such assignment are participants), together with any consents required by [SectionsSections 13.3(A)3.1 and 13.3(B), and (ii)])])]3.2, # payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless the Purchaser is an Affiliate of the assigning Lender or such fee is waived by the Agent) and # the delivery by the Purchaser to the Agent of an Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate),Questionnaire, such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreementassignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Revolving Credit Obligations and/or Term Loan Commitment or Termand Loans under the applicable Assignment Agreementassignment agreement constitutes “plan assets” as defined under ERISA and that the rights, benefitsrights 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 Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders[[Organization B:Organization]] and shall have all the rights, benefitsrights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Credit Obligations and/or TermCommitment and Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders[[Organization B:Organization]] or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights, benefitsrights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment).applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this [SectionSection 13.3] (except as otherwise consented to in accordance with the terms of this Agreement)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 [SectionSection 13.2]. With respect2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.3, the transferor Lender, the Agent and the 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 assignment under this [Section 13.3(C)], the Purchaser, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnairecase in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and related parties orprincipal amounts reflecting their respective securities) will be made available and who may receiveCommitments, as adjusted pursuant to such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.assignment.

Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement,assignment (or, to the extent applicable, an agreement incorporating such an assignment by reference pursuant to a Platform as to which the Agent and the parties to such assignment are participants), together with any consents required by [Sections 13.3(A)3.1 and 13.3(B)3.2]2], and (ii)])])]# payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless the Purchaser is an Affiliate of the assigning Lender or such fee is waived by the Agent) and # the delivery by the Purchaser to the Agent of an Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate),Questionnaire, such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreementassignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Revolving Credit Obligations and/or Term Loan Commitment or Termand Loans under the applicable Assignment Agreementassignment agreement constitutes “plan assets” as defined under ERISA and that the rights, benefitsrights 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 Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders​ and shall have all the rights, benefitsrights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Credit Obligations and/or TermCommitment and Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders​ or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights, benefitsrights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment).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] (except as otherwise consented to in accordance with the terms of this Agreement) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with [Section 13.2]. With respectUpon the consummation of any assignment to each assignment undera Purchaser pursuant to this [Section 13.3(C)]3.3], the transferor Lender, the Agent and the 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, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and related parties oreach case in principal amounts reflecting their respective securities) will be made available and who may receiveCommitments, as adjusted pursuant to such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.assignment.

Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement,assignment (or, to the extent applicable, an agreement incorporating such an assignment by reference pursuant to a Platform as to which the Agent and the parties to such assignment are participants), together with any consents required by [SectionsSections 13.3(A)3.1 and 13.3(B), and (ii)])])]3.2, # payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless the Purchaser is an Affiliate of the assigning Lender or such fee is waived by the Agent) and # the delivery by the Purchaser to the Agent of an Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate),Questionnaire, such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreementassignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Revolving Credit Obligations and/or Term Loan Commitment or Termand Loans under the applicable Assignment Agreementassignment agreement constitutes “plan assets”“plan assets” as defined under ERISA and that the rights, benefitsrights and interests of the Purchaser in and under the Loan Documents will not be “plan assets”“plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders[[Organization B:Organization]] and shall have all the rights, benefitsrights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Credit Obligations and/or TermCommitment and Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders[[Organization B:Organization]] or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’Lender’s rights, benefitsrights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment).applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this [SectionSection 13.3] (except as otherwise consented to in accordance with the terms of this Agreement)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 [SectionSection 13.2]. With respect2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.3, the transferor Lender, the Agent and the 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 assignment under this [Section 13.3(C)], the Purchaser, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnairecase in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and related parties orprincipal amounts reflecting their respective securities) will be made available and who may receiveCommitments, as adjusted pursuant to such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.assignment.

Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement,assignment (or, to the extent applicable, an agreement incorporating such an assignment by reference pursuant to an Approved Electronic Platform as to which the Agent and the parties to such assignment are participants), together with any consents required by [Sections 13.3(A)3.1] and 13.3(B), and (ii)])])]3.2, # payment of a $3,€3,500 fee to the Administrative Agent for processing such assignment (unless the Purchaser is an Affiliate of the assigning Lender or such fee is waived by the Agent) and # the delivery by the Purchaser to the Agent of an Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate),Questionnaire, such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreementassignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the RevolvingCommitment and Loan Commitment, Revolving Credit Obligations and/or Term Loan Commitment or Term Loans under the applicable Assignment Agreementassignment agreement constitutes “plan assets” as defined under ERISA and that the rights, benefitsrights 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 Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lendersexisting Lender(s) and shall have all the rights, benefitsrights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferorassigning Lender shall be released with respect to the Revolving Credit Obligations and/or Term LoansCommitment and the Loan assigned to such Purchaser without any further consent or action by the Borrowers,Borrower, the Lenders[[Organization A:Organization]] or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights, benefitsrights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment).applicable agreement. Any assignment or transfer by aan assigning Lender of rights or obligations under this Agreement that does not comply with this [Section 13.3] (except as otherwise consented to in accordance with the terms of this Agreement) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with [Section 13.2]. With respectUpon the consummation of any assignment to each assignment undera Purchaser pursuant to this [Section 13.3(C)]3.3], the assigning Lender, the Agent and the Borrower shall, if the assigning Lender or the Purchaser desires that its Loan be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such assigning Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and related parties oreach case in principal amounts reflecting their respective securities) will be made available and who may receiveCommitment or Loan, as adjusted pursuant to such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.assignment.

Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement,assignment, together with any consents required by [Sections 13.[Section 12.3(A) and 13.3(B)a), and (ii)])])] payment of a $3,500 fee by the assigning Lender to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate)in its sole discretion), such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreementassignment shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, RevolvingCommitment and Outstanding Credit Obligations and/or Term Loan Commitment or Term LoansExposure under the applicable Assignment Agreementassignment agreement constitutes “plan assets” as defined under ERISA and that the rights, benefitsrights 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 Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders[[Organization B:Organization]] and shall have all the rights, benefitsrights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto,hereto, and the transferor Lender shall be released with respect to the Revolving Credit Obligations and/or Term Loans assigned to such Purchaser without anyno further consent or action by the Borrowers, the LendersBorrower, [[Organization B:Organization]] or the Administrative Agent. InAgent shall be required to release the case of an assignment covering alltransferor Lender with respect to the percentage of the assigning Lender’s rights, benefitsAggregate Commitment and obligations under this Agreement,Outstanding Credit Exposure assigned to such Lender shall ceasePurchaser. Upon the consummation of any assignment to be a Lender hereunder but shall continuePurchaser pursuant to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this [Section 13.3] (except as otherwise consented to in accordance with the terms of this Agreement) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with [Section 13.2]. With respect to each assignment under this [Section 13.12.3(C)a)], the Purchaser, if it shall not be atransferor Lender, shall deliver to the Administrative Agent an Administrative Questionnaireand 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 which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and related parties oreach case in principal amounts reflecting their respective securities) will be made available and who may receiveCommitments, as adjusted pursuant to such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.assignment.

Effect; Effective Date. Upon # deliverySubject to theacceptance and recording thereof by Administrative Agent of an Assignment Agreement, together with any consents required by [Sections 13.3(A)pursuant to [Section 12.8(c)], from and 13.3(B), and (ii)])])] payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such assignment shall become effective onafter the effective date specified in such assignment. Theeach Assignment Agreementand Assumption, the assignee thereunder shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Revolving Credit Obligations and/or Term Loan Commitment or Term Loans under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalfand, to the extent of the Lendersinterest assigned by such Assignment and shallAssumption, have all the rights, benefitsrights and obligations of a Lender under this Agreement, and the Loan Documents,assigning Lender thereunder shall, to the same extent as if it were an original party thereto,of the interest assigned by such Assignment and the transferor Lender shallAssumption, be released with respect to the Revolving Credit Obligations and/or Term Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Administrative Agent. Infrom its obligations under this Agreement (and, in the case of an assignmentAssignment and Assumption covering all of the assigning Lender’s rights, benefitsrights and obligations under this Agreement, such Lender shall cease to be a Lender hereunderparty hereto) but shall continue to be entitled to the benefits of,of Section 12.1 and subject to, those provisionsSection 12.2 with respect to facts and circumstances occurring prior to the effective date of this Agreement andsuch assignment; provided that, except to the other Loan Documents which survive paymentextent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of the Secured Obligations and termination of the Loan Documents. Each partial assignmentany party hereunder shall be made as an assignment ofarising from that Lenders’ having been a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans (or Term Loan Commitment).Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this [Section 13.3] (except as otherwise consented to in accordance with the terms of this Agreement)subsection 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]12.8(d)]. With respectUpon the consummation of any assignment pursuant to each assignment under this [Section 13.3(C)12.8(b)], if requested by the Purchaser, if ittransferor or transferee Lender, the transferor Lender, Administrative Agent and Borrower shall not be a Lender, shall delivermake appropriate arrangements so that replacement Revolving Credit Notes are issued to such transferor Lender (if applicable) and new Revolving Credit Notes or, as appropriate, replacement Revolving Credit Notes, are issued to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its affiliates and related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.assignee.