Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a 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 $5,000 fee to the Administrative Agent for processing any 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 notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender under the Loan Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.3, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit I to Exhibit H heretoannexed hereto (a "Notice of Assignment"), together with any consents required by Section 13.3.111.3.1, and (ii) payment of a $5,000 2,500 fee to the Administrative Agent for processing any such assignment (provided that such fee shall not be required if such assignment is to an Eligible Assignee that is not existing Lender or an Affiliate of the transferor Lenderthereof), such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 fights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Commitments and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.311.3.2, the transferor Lender, the Administrative Agent and Borrowers the Company shall make appropriate arrangements so that replacement Notes Notes, if applicable, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative the Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoE 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 $5,000 3,500 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 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 Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by the Borrowers, the Lenders or Administrative the Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Revolving Loan Commitment, Aggregate Debt Purchase Facility Commitment, Loans and Obligations Letter of Credit participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3(B), the transferor Lender, Administrative the Agent and the Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment and Debt Purchase Facility Commitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H heretoI to Exhibit C (a "Notice of Assignment"), together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $5,000 3,500 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor Lender, the Administrative Agent and Borrowers shall 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 Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoC hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3.112.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $5,000 3,000 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no consent or action by any of the Borrower or the Lenders and no further consent or action by Borrowers, Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Commitment, Loans and Obligations Letter of Credit participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3(B), the transferor Lender, the Administrative Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative the Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto1 to EXHIBIT I hereto (a "Notice of 60 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 $5,000 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, a $2,000 fee) to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender a Bank under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, Lenders the Banks or Administrative the Agent shall be required to release the transferor Lender Bank with respect to the Commitment percentage of the Aggregate Commitments and Loans (or portion thereofand, if applicable, Swing Line Commitments and Swing Line Loans) of such Lender and Obligations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.03(b), the transferor LenderBank, Administrative the Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan assignment, together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $5,000 4,000 fee to the Administrative Agent for processing any such assignment to an Eligible Assignee that (unless such fee is not an Affiliate of waived by the transferor LenderAdministrative Agent), such assignment shall become effective on the effective date specified in such notice assignment. The assignment shall contain a representation by the Purchaser to the effect that none of assignmentthe consideration used to make the purchase of the Commitment and the 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations the Advances assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor Lender, the Administrative Agent and Borrowers shall the Borrower shall, if the Purchaser desires that its Loans be evidenced by a Note, make appropriate arrangements so that replacement Notes are a Note is issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to itPurchaser.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoD hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3.114.3(A) hereof, and (ii) payment of a $5,000 3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing any such assignment (other than an assignment by a Lender to an Eligible Assignee that is not an Affiliate of such Lender or an Approved Fund of such Lender), and (iii) the transferor Lendercompletion 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 Notice of assignmentAssignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersany Borrower, Lenders the Lenders, the Alternate Currency Banks or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Revolving Loan Commitment, Loans and Obligations Letter of Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.314.3(B), the transferor LenderSeller, the Administrative Agent Agent, the -103- 110 Alternate Currency Banks and the Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment, as adjusted pursuant to such assignment. If Notwithstanding anything to the transferor Lender shall have assigned all of its interestscontrary herein, rights and obligations no Borrower shall, at any time, be obligated to pay under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect 2.15(E) to any transactionsLender that is a Purchaser, events assignee or occurrences that transpire after transferee any sum in excess of the effective date of such assignment, and each Eligible Assignee to sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of had such assignment to itor transfer not been effected.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan assignment, together with and subject to any consents consent required by Section 13.3.110.3.1, and (iib) payment of a $5,000 3,500 fee paid by the assigning Lender or the Purchaser to the Administrative Agent for processing any such assignment to an Eligible Assignee that (unless such fee is not an Affiliate waived by the Administrative Agent), together with payment of reasonable legal fees and expenses incurred by Administrative Agent in connection with such assignment if, and in the transferor Lenderamount, requested by Administrative Agent, such assignment shall become effective on the effective date specified in such notice assignment. The assignment shall contain a representation by the Purchaser to the effect that none of assignmentthe consideration used to make its purchase of such interests in the Revolving Credit Facility and/or either of the Term Loan Facilities, as the case may be, 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations the Credit Facilities assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.310.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender (if applicable) and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitment Amounts or Term Loan A Percentage or Term Loan B Percentage (as applicable) in Term Loan A or Term Loan B (as applicable), as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H EXHIBIT I hereto, together with any consents required by Section SECTION 13.3.1, and (ii) payment of a $5,000 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor LenderLender or an original signatory hereto, such assignment shall become effective on the effective date specified in such notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender under the Loan Documents to the same extent as if it were an original party thereto, and no further consent or action by BorrowersBorrower, Lenders or Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.3SECTION 13.3.2, the transferor Lender, Administrative Agent and Borrowers Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents Agent to indemnify Agents Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative the Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoE 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 $5,000 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or Administrative the Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Revolving Loan Commitment, Loans and Obligations Letter of Credit participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3(B), the transferor Lender, Administrative the Agent and the Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan Assignment Agreement, together with any consents required by Section 13.3.1, and (ii) payment of a $5,000 3,500 fee to the Administrative Agent for processing any such assignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to an Eligible Assignee that is not an Affiliate of the transferor such assigning Lender’s Affiliate), such assignment shall become effective on the effective date specified in such notice assignment. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of assignmentthe 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 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersany Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Outstanding Credit Exposure assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall shall, if the transferor Lender or the Purchaser desires that its Revolving 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 Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or, if the Commitment Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H I hereto, together with any consents required by Section 13.3.1, and (ii) payment of a $5,000 fee to the Administrative Agent for processing any 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 notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender under the Loan Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.313.3.2, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents Agent to indemnify Agents Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative the Agent of a notice ---------------------- of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoG ---------- --------- hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3.1------- 13.3(A) hereof, and (ii) payment of a $5,000 2,500 fee by the assignee or assignor (as ------- agreed) to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by the Borrowers, the Lenders or Administrative the Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Revolving Loan Commitment, Loans and Obligations Letter of Credit participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3(B), the transferor Lender, Administrative the Agent and the Borrowers shall --------------- make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto“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 $5,000 3,500 fee by the assignor or assignee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 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 Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by BorrowersBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the Commitment (or portion thereof) percentage of such Lender and Obligations the Outstanding Loan Amount assigned to such Eligible Assignee. Upon the consummation of any assignment to an a Eligible Assignee pursuant to this Section 13.312.3.2, the transferor Lender, the Administrative Agent and Borrowers Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitmentsportions of the Loan, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative the Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan assignment, together with any consents required by Section 13.3.1Sections 12.3.1 and 12.3.2, and (ii) payment of a $5,000 4,000 fee paid by the assigning Lender or purchaser to the Administrative Agent for processing any such assignment to an Eligible Assignee that (unless such fee is not an Affiliate of waived by the transferor LenderAgent), such assignment shall become effective on the effective date specified in such notice assignment. The assignment shall contain a representation by the Purchaser to the effect that none of assignmentthe 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 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party thereto, and no the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by BorrowersBorrower, the Lenders or Administrative Agent shall be required to release the transferor Lender with respect to Agent. In the Commitment (or portion thereof) case of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any an assignment to an Eligible Assignee pursuant to this Section 13.3, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned covering all of its interests, the assigning Lender's rights and obligations under this Agreement pursuant to Section 13.3.1 hereofAgreement, such transferor Lender shall no longer have any obligation cease to indemnify any Agent Indemnitee with respect be a Lender hereunder but shall continue to any transactions, events or occurrences that transpire after be entitled to the effective date of such assignmentbenefits of, and each Eligible Assignee to subject to, those provisions of this Agreement and the other Loan Documents which such transferor shall make an survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be responsible to Agents to indemnify Agents treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to itSection 12.

Effect; Effective Date. Upon (i) delivery to Administrative the Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoE 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 $5,000 3,500 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and Revolving Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan 55 62 Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by the Borrowers, the Lenders or Administrative the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment (or portion thereof) and Revolving Loans and Letter of such Lender and Obligations Credit participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3(B), the transferor Lender, Administrative the Agent and the Borrowers shall make appropriate arrangements so that replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan Assignment Agreement, together with any consents required by Section 13.3.1, and (ii) payment of a $5,000 3,500 fee to the Administrative Agent for processing any such assignment to an Eligible Assignee that (unless such fee is not an Affiliate of waived by the transferor LenderAdministrative Agent), such assignment shall become effective on the effective date specified in such notice assignment. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of assignmentthe 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 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersany Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Outstanding Credit Exposure assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoC hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.113.3(A) hereof, and (ii) payment of a $5,000 3,500 fee to the Global Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 66 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 Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by Borrowers, Lenders or the Global Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3(B), the transferor Lender, the Global Administrative Agent and Borrowers shall Harley shall, if requested by such transferor Lender or Purchaser, make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to itPurchaser.

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H I hereto, together with any consents required by Section 13.3.114.3.1, and (ii) payment of a $5,000 3,500 fee to the Administrative Agent for processing any 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 notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Credit Document executed by the Lenders and shall have all the rights and obligations of the Lender under the Loan Credit Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent Agents shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.314.3, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 14.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon the later of (i) two Business Days (or such shorter period agreed to by the Agent) after (a) delivery to Administrative the Agent of a notice of assignment assignment, substantially in the form attached as to Exhibit H heretoD 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 $5,000 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor LenderAssignment, 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 notice of assignmentand under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party hereto and thereto, and no further consent or action by Borrowersthe Borrower, the Lenders or Administrative the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor Lender, Administrative Agent the Agent, and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes Notes, if applicable, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, if requested, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective Commitmentsits Commitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon the later of (i) two Business Days (or such shorter period agreed to by the Agent) after (a) delivery to Administrative the Agent of a notice of assignment assignment, substantially in the form attached as to Exhibit H heretoE 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 $5,000 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor LenderAssignment, 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 notice of assignmentand under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party hereto and thereto, and no further consent or action by Borrowersthe Borrower, the Lenders or Administrative the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor Lender, Administrative Agent the Agent, and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes Notes, if applicable, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, if requested, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective Commitmentsits Revolving Commitment and amounts owed to it under its outstanding Revolving Loan and Term Loan, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan Assignment Agreement, together with any consents required by Section 13.3.112.3.1, and (ii) payment by the assigning Lender of a $5,000 3,500 fee to the Administrative Agent for processing any such assignment to an Eligible Assignee that (unless such fee is not an Affiliate of waived by the transferor LenderAdministrative Agent), such assignment shall become effective on the effective date specified in such notice assignment. The Assignment Agreement shall contain a representation by the Purchaser to the effect that none of assignmentthe consideration used to make the purchase of the Commitment and 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor Lender, the Administrative Agent and Borrowers shall 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 Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitments (or, if the Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoC hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.113.3(A) hereof, and (ii) payment of a $5,000 3,500 fee to the Global Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by Borrowers, Lenders or the Global Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Commitment, Loans and Obligations the Syndicated Canadian Loan participations and Swing Line Loan participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3(B), the transferor Lender, the Global Administrative Agent and Borrowers shall Harley shall, if requested by such transferor Lender or Purchaser, make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to itPurchaser.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoC hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3.112.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $5,000 3,500 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no consent or action by any of the Borrower or the Lenders and no further consent or action by Borrowers, Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Revolving Loan Commitment, Loans and Obligations Letter of Credit participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3(B), the transferor Lender, the Administrative Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon the later of (i) two Business Days (or such shorter period agreed to by the Agent) after (a) delivery to Administrative the Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H heretoto EXHIBIT D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by Section 13.3.1SECTION 12.3.1, and (b) payment of a $3,500 fee to the Agent for processing such assignment, and (ii) payment the date certain specified in such Notice of a $5,000 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor LenderAssignment, such assignment shall become effective on effective. The Notice of Assignment shall contain a representation by the effective date specified 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 notice of assignmentand under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party hereto and thereto, and no further consent or action by Borrowersthe Borrower, the Lenders or Administrative the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.3SECTION 12.3.2, the transferor Lender, Administrative Agent the Agent, and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective Commitmentsits Commitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery Subject to Administrative acceptance and recording thereof by Agent of a notice of assignment substantially in the form attached as Exhibit H heretopursuant to Section 13.3(g), together with any consents required by Section 13.3.1, from and (ii) payment of a $5,000 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, 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 notice Assignment and Assumption 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 Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the or on behalf of Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party thereto, and no the transferor Lender shall be released with respect to the Commitment and the applicable Pro Rata Share of the Loans assigned to such Assignee without any further consent or action by BorrowersBorrower, Lenders or Administrative Agent Agent. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.3 shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and Obligations assigned to such Eligible Assigneeobligations in accordance with Section 13.2. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.313.3(f), the transferor Lender, Administrative Agent and Borrowers shall Borrower shall, subject to the provisions 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 Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon The Senior Administrative Agent shall maintain at its principal office a register for the recordation of the names and addresses of Lenders and the Issuing Banks and the outstanding Loans and Revolving Loan Commitment of, and Letter of Credit Obligations with respect to, each such Person from time to time (i) the “Register”). Following delivery to the Senior Administrative Agent of a notice of assignment assignment, substantially in the form attached as to Exhibit H heretoE hereof (a “Notice of Assignment”), together with any consents consent of the Senior Administrative Agent required by Section 13.3.112.3(a), and (ii) payment by the Purchaser of a $5,000 fee (which the Company shall not be obligated to pay or reimburse) to the Senior Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate such assignment, upon the date certain specified in such Notice of Assignment and recording of the transferor Lenderinformation contained in the Notice of Assignment in the Register, such assignment shall become effective on (the effective date specified “Effective Assignment Date”). 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 interests in such notice the Letters of assignmentCredit, as the case may be, under the applicable assignment agreement are “loan 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 Effective Assignment Date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party hereto and thereto, and no further consent or action by Borrowersthe Company, the Lenders or the Senior Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (percentage of the aggregate Revolving Loan Commitments or portion thereof) of such Lender and Obligations outstanding Term Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.3, 12.3(b) the transferor Lender, the Senior Administrative Agent Agent, and Borrowers the Company shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective Commitmentsits Revolving Loan Commitment or outstanding Loans, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan assignment, together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $5,000 3,500 fee to the Administrative Agent for processing any such assignment to an Eligible Assignee that (unless such fee is not an Affiliate of waived by the transferor LenderAdministrative Agent), such assignment shall become effective on the effective date specified in such notice assignment. The assignment shall contain a representation by the Purchaser to the effect that none of assignmentthe consideration used to make the purchase of the Commitment and Aggregate 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Aggregate Outstanding Credit Exposure assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan assignment, together with any consents required by Section 13.3.112.3.1, and (iib) payment of a $5,000 4,000 fee to the Administrative Agent for processing any such assignment to an Eligible Assignee that (unless such fee is not an Affiliate of waived by the transferor LenderAdministrative Agent), such assignment shall become effective on the effective date specified in such notice assignment. The assignment shall contain a representation by the assignee to the effect that none of assignmentthe 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 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 Eligible Assignee assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Outstanding Credit Exposure assigned to such Eligible Assigneeassignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.312.3.2, the transferor Lender, the Administrative Agent and Borrowers shall any Borrower shall, if the transferor Lender or the 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 Eligible Assigneeassignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto“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 $5,000 3,500 fee by the assignor or assignee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 Loans 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 Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by BorrowersBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible Assignee. Upon the consummation of any assignment to an a Eligible Assignee pursuant to this Section 13.312.3.2, the transferor Lender, the Administrative Agent and Borrowers Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative the Agent of a notice of assignment substantially in the form attached as Exhibit H heretoan assignment, together with any consents required by Section 13.3.112.3.1, and (ii) payment of a the $5,000 4,000 fee to the Administrative Agent for processing any such assignment to an Eligible Assignee that (unless such fee is not an Affiliate of waived by the transferor LenderAgent), such assignment shall become effective on the effective date specified in such notice assignment. The assignment shall contain a representation by the Purchaser to the effect that none of assignmentthe consideration used to make the purchase of the Revolving Commitment, Loans, participation in Facility Letters of Credit and Swing 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by the Borrowers, the Lenders or Administrative the Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Commitment, Loans, participation in Facility Letters of Credit and Obligations Swing Line Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor Lender, Administrative the Agent and the Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Commitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interestsIn addition, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire within a reasonable time after the effective date of such any assignment, the Agent shall, and is hereby authorized and directed to, revise Schedule 1 reflecting the revised Percentages of each Eligible Assignee of the Lenders and shall distribute such revised Schedule 1 to which each of the Lenders and Astec and such transferor revised Schedule 1 shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with replace the old Schedule 1 and become part of this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to itAgreement.

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a 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 $5,000 3,500 fee to the Administrative Agent for processing any 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 notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender under the Loan Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.313.3.2, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents Agent to indemnify Agents Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoC hereto (a “Notice of Assignment”), together with any consents required by Section 13.3.113.3(A) hereof, and (ii) payment of a $5,000 3,500 fee to the Global Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and under the Loan Documents will not be “plan assets” under ERISA. On and after the 67 effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by Borrowers, Lenders or the Global Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3(B), the transferor Lender, the Global Administrative Agent and Borrowers shall Harley shall, if requested by such transferor Lender or Purchaser, make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to itPurchaser.

Effect; Effective Date. Upon Upon (i) delivery to Administrative Collateral Agent of a notice of assignment substantially in the form attached as Exhibit EXHIBIT H hereto, together with any consents required by Section 13.3.1SECTION 12.3(A), and (ii) payment of a $5,000 fee to the Administrative Collateral Agent for processing any 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 notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan DIP Financing Document executed by the Lenders and shall have all the rights and obligations of the Lender Lenders under the Loan DIP Financing Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent Agents shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.3SECTION 12.3, the transferor Lender, Administrative Agent Agents and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoE 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 $5,000 3,500 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Revolving Loan Commitment, Loans and Obligations Letter of Credit participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.313.3(B), the transferor Lender, the Administrative Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsRevolving Loan Commitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto“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 $5,000 3,500 fee by the assignor or assignee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 Loans 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 Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible Assignee. Upon the consummation of any assignment to an a Eligible Assignee pursuant to this Section 13.312.3(b), the transferor Lender, the Administrative Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a 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 $5,000 fee to the Administrative Agent for processing any 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 notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender under the Loan Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.3, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof13.3.1, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents Agent to indemnify Agents Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoC hereto (a "Notice of Assignment"), together with any consents consent required by Section 13.3.112.3.1 hereof, and (ii) payment of a Four Thousand Dollar ($5,000 4,000) fee by the assignor to the Administrative Agent for processing any such assignment to an Eligible Assignee that is not an Affiliate and (iii) the completion of the transferor Lenderrecording requirements in Section 12.3.3, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such notice Notice of assignmentAssignment. 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 other Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Commitment, Loans and Obligations Letter of Credit and Swing Line Loan participations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor LenderSeller, the Administrative Agent and the Borrowers shall make appropriate arrangements so that replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective Revolving Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a notice of assignment substantially in the form attached as Exhibit EXHIBIT H hereto, together with any consents required by Section SECTION 13.3.1, and (ii) payment of a $5,000 fee to the Administrative Agent for processing any 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 notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender under the Loan Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section SECTION 13.3, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents Agent to indemnify Agents Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto“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 $5,000 3,500 fee by the assignor or assignee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 Loans under the applicable assignment agreement are “plan assets” as defined under ▇▇▇▇▇ 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, subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.3(iii), from and after the effective date specified in such Notice of Assignment, such Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowers▇▇▇▇▇▇▇▇, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible Assignee. Upon the consummation of any assignment to an a Eligible Assignee pursuant to this Section 13.312.3(ii), the transferor Lender, the Administrative Agent and Borrowers Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto"I" to EXHIBIT D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by Section 13.3.1SECTION 12.3.1, and (ii) payment of a $5,000 3,500 fee by the assignor or assignee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make -73- 79 the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.3SECTION 12.3.2, the transferor Lender, the Administrative Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto"I" to Exhibit "D" hereto (a "Notice of Assignment"), together with any consents required by Section 13.3.112.3.1, and (ii) payment of a $5,000 3,000 fee to the Administrative Agent for processing any such assignment, and (iii) notice of such assignment delivered to an Eligible Assignee that is not an Affiliate of the transferor Lenders by the transferring Lender, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) percentage of such Lender the Aggregate Commitment, Loans, and Obligations L/C Participation Amounts assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3.2, the transferor Lender, the Administrative Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto“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 $5,000 3,500 fee by the assignor or assignee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 Loans 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, subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.3(iii), from and after the effective date specified in such Notice of Assignment, such Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by BorrowersBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible Assignee. Upon the consummation of any assignment to an a Eligible Assignee pursuant to this Section 13.312.3(ii), the transferor Lender, the Administrative Agent and Borrowers Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative Agent the Agents of a notice of assignment assignment, substantially in the form attached as Exhibit I to Exhibit H heretohereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by Section 13.3.1, and (ii) payment of a $5,000 3,500 fee to the Administrative Agent for processing any such assignment (provided that such fee shall not be required if such assignment is to an Eligible Assignee that is not existing Lender or an Affiliate of the transferor Lenderthereof), such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Company, the Lenders or Administrative Agent the Agents shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser 76 83 pursuant to this Section 13.313.3.2, the transferor Lender, the Administrative Agent and Borrowers the Company shall make appropriate arrangements so that replacement Notes any requested promissory notes, if applicable, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to itLender.

Effect; Effective Date. A Lender shall notify the Administrative Agent in the event it wishes to transfer any of its Commitment. Upon receipt of such notice, the Administrative Agent shall verify that the beneficiaries of the outstanding Letters of Credit will accept an amendment to or replacement of the outstanding Letters of Credit to reflect such assignment and the change in the “Commitments” as reflected in such outstanding Letters of Credit (a “Transfer Amendment”). The Administrative Agent shall advise the Lender whether such Transfer Amendment is acceptable (the “Advisement Date”) and the Lender shall advise the Administrative Agent of the proposed assignment date (which date shall be not less than ten (10) Business Days after the Advisement Date). Upon (i) delivery to the Administrative Agent and the Borrower of a notice of assignment assignment, substantially in the form attached as Exhibit H heretoI to Exhibit B (a “Notice of Assignment”), together with any consents required by Section 13.3.112.3(b), and (ii) payment of a $5,000 3,500 fee to the Administrative Agent by the assigning Lender or the Purchaser for processing any assignment such assignment, the Administrative Agent shall prepare the necessary Transfer Amendments and coordinate with the beneficiaries a date to an Eligible Assignee that is not an Affiliate effectuate such Transfer Amendment. Upon acceptance of the transferor LenderTransfer Amendment by the beneficiaries, such assignment shall become effective on effective. The Notice of Assignment shall contain a representation by the effective date specified Purchaser to the effect that none of the consideration used to make the purchase of the participation interests in such notice the Letters of assignmentCredit 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 Eligible Assignee Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Facility Document executed by or on behalf of the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Facility Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) and the participation interests in Letters of such Lender and Obligations Credit assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.3, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to itPurchaser.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment assignment, substantially in the form attached as Appendix I to Exhibit H heretoC hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3.112.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $5,000 3,500 fee to the Administrative Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no consent or action by any of the Borrower or the Lenders and no further consent or action by Borrowers, Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment (or portion thereof) of such Lender and Obligations Loans assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.3(B), the transferor Lender, the Administrative Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a notice of assignment substantially in the form attached as Exhibit H hereto, together with any consents required by Section 13.3.114.3.1, and (ii) payment of a $5,000 3,500 fee to the Administrative Agent for processing any 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 notice of assignment. The Assignment and Acceptance shall contain a representation and warranty by the Eligible Assignee that the assignment evidenced thereby will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this Agreement and any the other Loan Document executed by the Lenders and shall have all the rights and obligations of the a Lender under the Loan Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Without limiting the generality of the foregoing, such Eligible Assignee shall be subject to and bound by all of the Loan Documents. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.314.3, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 14.3.1 hereof, then (i) such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and (ii) each Eligible Assignee to which such transferor Lender shall make an assignment shall be responsible to Agents Agent to indemnify Agents Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it, and (iii) the transferor Lender shall continue to be entitled to the benefits of those provisions of the Loan Documents (including indemnities from Obligors) that survive Full Payment of the Obligations.

Effect; Effective Date. Upon (i) delivery to Administrative the Agent of a notice of assignment assignment, substantially in the form attached as Exhibit H hereto1 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 $5,000 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, a $2,000 fee) to the Agent for processing any assignment to an Eligible Assignee that is not an Affiliate of the transferor Lendersuch assignment, such assignment shall become effective on the effective date specified in such notice Notice of assignmentAssignment. 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 and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Eligible Assignee Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender a Bank under the Loan Documents Documents, to the same extent as if it were an original party theretohereto, and no further consent or action by Borrowersthe Borrower, Lenders the Banks or Administrative the Agent shall be required to release the transferor Lender Bank with respect to the Commitment percentage of the Aggregate Commitments and Loans (or portion thereofand, if applicable, Swing Line Commitments and Swing Line Loans) of such Lender and Obligations assigned to such Eligible AssigneePurchaser. Upon the consummation of any assignment to an Eligible Assignee a Purchaser pursuant to this Section 13.312.03(b), the transferor LenderBank, Administrative the Agent and Borrowers the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Eligible AssigneePurchaser, in each case in principal amounts reflecting their respective CommitmentsCommitment, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to Administrative Agent of a 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 $5,000 fee to the Administrative Agent for processing any 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 notice of assignment. On and after the effective date of such assignment, such Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of the Lender under the Loan Documents to the same extent as if it were an original party thereto, and no further consent or action by Borrowers, Lenders or Administrative Agent shall be required to release the transferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to an Eligible Assignee pursuant to this Section 13.3, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Eligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify any Agent Indemnitee with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agents Agent to indemnify Agents Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.