Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and 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 Purchaser.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C D hereto (a “"Notice of Assignment”"), together with any consents consent required by Section 13.3(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Global Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this 105 115 Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any of Borrower, the Borrowers Lenders or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender Seller with respect to the 74 percentage of the Aggregate Commitment Commitment, Loans and Loans Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) Following delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto E hereof (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof12.3(a), and (ii) payment by the Purchaser of a $3,500 5,000 fee (which the Company shall not be obligated to pay or reimburse) to the Global Administrative Agent for processing such assignment, such assignment shall become effective on upon the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "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 Commitment Revolving Credit Commitment, Revolving Loans and Loans interests in the Letters of Credit under the applicable assignment agreement are “plan "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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans aggregate Revolving Credit Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), 12.3(b) the transferor Lender, the Global Administrative Agent Agent, and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C D hereto (a “"Notice of Assignment”"), together with any consents consent required by Section 13.3(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Global Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any of Borrower, the Borrowers Lenders or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender Seller with respect to the 74 percentage of the Aggregate Commitment and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred credit extensions, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred credit extensions to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit C hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required --------- by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Global Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment by a Lender to an affiliate or successor entity of such Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and or Loans under the applicable assignment agreement are “plan assets” Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be “constitute such "plan assets” under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section ------- 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrower 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 and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser., in each case in principal amounts reflecting their Commitment (or from and after the Funding Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment. (C)

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the later of such date when the requirements in clause (i), (ii) and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Revolving Loan Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “plan assets” constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be “constitute such "plan assets” under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrower 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 and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”)an Assignment Agreement, together with any consents required by Section 13.3(A) hereof12.3.1, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment Assignment Agreement shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 ERISAAgreement. On and after the effective date of such assignmentAssignment Agreement, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders 56 ________________________________________________________________________________________________________ and no further consent or action by the Global Administrative Borrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Global Administrative Agent and Harley the Borrowers shall, if requested by such the transferor Lender or Purchaserthe Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C E hereto (a “"Notice of Assignment”"), together with any consents consent required by Section 13.3(A13.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon the later of (i) two Business Days (or such shorter period agreed to by the Agent) after (a) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C EXHIBIT D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents required by Section 13.3(A) hereofSECTION 12.3.1, and (iib) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on and (ii) the effective date certain specified in such Notice of Assignment, such assignment shall become effective. 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)SECTION 12.3.2, the transferor Lender, the Global Administrative Agent Agent, and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting its Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) Following delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto E hereof (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof12.3(a), and (ii) payment by the Purchaser of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Global Administrative Agent for processing such assignment, such assignment shall become effective on upon the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "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 Commitment Revolving Credit Commitment, Revolving Loans and Loans interests in the Letters of Credit under the applicable assignment agreement are “plan "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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans aggregate Revolving Credit Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), 12.3(b) the transferor Lender, the Global Administrative Agent Agent, and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause Upon (C) below, upon (ia) delivery to the Global Administrative Agent of a notice of ----------------------- assignment, substantially in the form attached as Appendix Exhibit I to Exhibit C hereto --------- (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof---------------------- ------- 12.3.1, and (iib) payment of a $3,500 fee to the Global Administrative Agent for processing such ------ assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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, (a) such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release (b) the transferor Lender shall be released with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such PurchaserPurchaser without any further consent or action by the Borrower, the Lenders or the Agent. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Global Administrative Agent -------------- and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case, to the extent applicable, in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery (via an electronic settlement system acceptable to the Global Administrative Agent) to and acceptance by the Administrative Agent of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof12.03(a), and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignmentassignment and (iii) if the assignee is not a Lender, delivery to the Administrative Agent by the assignee of an Administrative Questionnaire, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans Outstanding Credit Exposure assigned to such Purchaser. 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 12.03 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.02. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor Lender, the Global Administrative Agent and Harley the Borrower shall, if requested by such the transferor Lender or Purchaserthe Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause Upon (C) below, upon (ia) delivery to the Global Administrative Agent of a ---------------------- notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit C ------- I hereto (a “"Notice of Assignment”"), together with any consents required by - -------------------- Section 13.3(A) hereof12.3.1, and (iib) payment of a $3,500 fee to the Global Administrative Agent for processing such -------------- assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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, (a) such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release (b) the transferor Lender shall be released with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such PurchaserPurchaser without any further consent or action by the Loan Parties, the Lenders or the Agent. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, (a) the transferor Lender, the Global Administrative -------------- Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrower shall make appropriate arrangements so that that, as applicable, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserPurchaser and (b) if the Borrower would not otherwise be aware of an assignment pursuant hereto, the Agent shall notify the Borrower thereof.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit C "K" hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof15.3.1, and (ii) payment by the Lender of a $3,500 4,000 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans (and if applicable, the Swing Line Commitment and Swing Line 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans 105 (and any Swing Line Commitment or Swing Line Loan) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)15.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit C G hereto (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof13.3.1, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignmentassignment (provided that such fee shall not be required if such assignment is to an existing Lender or an Affiliate thereof), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans Outstanding Credit Exposure under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Company, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Commitments and Loans Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C G hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof12.3.1, duly executed by the Purchaser, and (ii) payment by one or more of the parties to such assignment (other than the Borrower) of a $3,500 4,000 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Commitment, Loans and Loans interests in Facility Letters of Credit assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrower shall make appropriate arrangements so that (i) replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment and (ii) Schedule 1 hereto is amended to reflect such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C E hereto (a “Notice of Assignment”), together with any consents consent required by Section 13.3(A13.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Annex I to Exhibit C E hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof12.3.1, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Revolving Commitment, Loans, participation in Facility Letters of Credit and Swing Line 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Commitment, Loans, participation in Facility Letters of Credit and Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Commitment, as adjusted pursuant to such assignment. In addition, within a reasonable time after the effective date of any assignment, the Agent shall, and is hereby authorized and directed to, revise Schedule 1 reflecting the revised Percentages of each of the Lenders and shall distribute such revised Schedule 1 to each of the Lenders and Astec and such revised Schedule 1 shall replace the old Schedule 1 and become part of this Agreement.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent Agents of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit C H hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents required by Section 13.3(A) hereof13.3.1, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignmentassignment (provided that such fee shall not be required if such assignment is to an existing Lender or an Affiliate thereof), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Agent Company, the Lenders or the Agents shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 PurchaserLender.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit C hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required --------- by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Global Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment by a Lender to an Affiliate or successor entity of such Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and or Loans under the applicable assignment agreement are “plan assets” Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be “constitute such "plan assets” under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Revolving Loan Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global ---------------- Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrower 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 and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser., in each case in principal amounts reflecting their Revolving Loan Commitment (or from and after the Conversion Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment. (C)

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I II to Exhibit C E hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A12.3.(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Revolving Loan Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to 100 this Section 13.3(B12.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global ---------------------- Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit J to Exhibit C H hereto (a “"Notice of --------- --------- --------- Assignment”"), together with any consents required by Section 13.3(A) hereof13.3.1, ---------- -------------- and (ii) payment by the assigning Lender of a $3,500 fee to the Global Administrative Agent for processing such assignmentassignment (unless the assignment is to an affiliate of the Lender in which case no fee shall be charged), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Global -------------- Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent and the applicable Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Global Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Revolving Loan Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor LenderSeller, the Global Administrative Agent Agent, the applicable Alternate Currency Bank and Harley shall, if requested by such transferor Lender or Purchaser, the applicable Borrower 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 104 to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrowers shall not, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrowers would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit C G hereto (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,500 4,000.00 fee (or, in the case of an assignment to the Global Administrative assignor’s Affiliate or by reason of the provisions of Section 2.19 or Section 2.20, a $2,000 fee) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender (in the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment applicable Commitments and Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan Facility), as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon Purchaser's (i) delivery ---------------------- to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit C "F" hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof12.3.1, and (ii) payment of a $3,500 fee to -------------- the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Credit Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Global Administrative -------------- Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrower shall make appropriate arrangements so that a replacement Notes are Note is issued to such the transferor Lender and a new Notes oror replacement Note, as appropriate, replacement Notes, are is issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of a new or replacement Note, the transferor Lender shall return its old Note to Borrower appropriately legended.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C E hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Commitment, Loans and Loans the Syndicated Canadian Loan participations and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and 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 Purchaser.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit C H annexed hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof11.3.1, and (ii) payment of a $3,500 2,500 fee to the Global Administrative Agent for processing such assignmentassignment (provided that such fee shall not be required if such assignment is to an existing Lender or an Affiliate thereof), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Commitments and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)11.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit C hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof12.3.1, and (ii) for any assignment by Persons other xxxx Xxxxxxx Xxxxx Capital Corporation and its Affiliates, payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Global Administrative Agent and Harley the Borrowers shall, if requested by such the transferor Lender or Purchaserthe Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C L hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof12.3.1, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment, provided that the effective date shall be at least five Business Days after delivery to the Administrative Agent of such notice of assignment unless otherwise agreed to by the Administrative Agent. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Revolving Credit Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrower shall make appropriate arrangements so that replacement Notes Notes, if any, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Credit 100 101 Commitment, and in exchange for the existing Notes which are being replaced, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C E hereto (a “Notice of Assignment”A "NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3(A13.3.(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and 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 Purchaser.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C H hereto (a “"Notice of Assignment”"), together with any consents consent required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any either of the Borrowers Borrowers, Guarantors or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Commitments, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), if requested by the transferor Lender or Purchaser, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitments, as adjusted pursuant to such assignment provided if no such request is made, the master Note(s) shall reflect their Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I II to Exhibit C E hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A12.3.(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Revolving Loan Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject 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 acceptance and recording thereof pursuant to clause time (C) below, upon (i) the “Register”). Following delivery to the Global Senior Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto E hereof (a “Notice of Assignment”), together with any consents consent of the Senior Administrative Agent required by Section 13.3(A) hereof12.3(a), and (ii) payment by the Purchaser of a $3,500 5,000 fee (which the Company shall not be obligated to pay or reimburse) to the Global Senior Administrative Agent for processing such assignment, upon the date certain specified in such Notice of Assignment and recording of the information contained in the Notice of Assignment in the Register, such assignment shall become effective on (the effective date specified in such Notice of Assignment“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 Commitment Revolving Loan Commitment, Loans and Loans interests in the Letters of Credit, as the case may be, under the applicable assignment agreement are “plan 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Company, the Lenders or the Senior Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and aggregate Revolving Loan Commitments or outstanding Term Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), 12.3(b) the transferor Lender, the Global Senior Administrative Agent Agent, and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting its Revolving Loan Commitment or outstanding Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3(A14.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Global Administrative Agent for processing such assignmentassignment (other than an assignment by a Lender to an affiliate of such Lender or an Approved Fund of such Lender), and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any of Borrower, the Borrowers Lenders or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender Seller with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, the Borrowers -108- 119 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit C "D" hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof12.3.1, and (ii) payment of a $3,500 3,000 fee to the Global Administrative Agent for processing such assignment, and (iii) notice of such assignment delivered to the Lenders by the transferring Lender, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Commitment, Loans, and Loans L/C Participation Amounts assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C E hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3(A13.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Revolving Loan Commitment Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit C EXHIBIT D hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents required by Section 13.3(A) hereofSECTION 12.3.1, and (ii) payment of a $3,500 fee by the assignor or assignee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make -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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global 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 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)SECTION 12.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit C I hereto (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,500 4,000.00 fee (or, in the case of an assignment to the Global Administrative assignor’s Affiliate or by reason of the provisions of Section 2.19 or Section 2.20, a $2,000 fee) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender (in the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment applicable Commitments and Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan Facility), as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Annex I to Exhibit C hereto F (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof10.08(d), and (ii) payment by the assigning Bank of a $3,500 4,000 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Company, the Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B10.08(e), the transferor LenderBank, the Global Administrative Agent and Harley the Company shall, if requested the transferor Bank or the Purchaser desires that its Loans be evidenced by such transferor Lender or PurchaserNotes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3(A12.3(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 $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers Borrower or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit C "L" hereto (a “"Notice of Assignment”"), together with any consents required by Section 13.3(A) hereof15.3.1, and (ii) payment by the Lender of a $3,500 4,000 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans (and, if applicable, the Swing Line Commitment and Swing Line 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans (and any Swing Line Commitment or Swing Line Loan) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)15.3.2, the transferor Lender, 112 the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”), together with any consents required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and 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 Purchaser.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause Upon (C) below, upon (ia) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”)an executed Assignment and Assumption, together with any consents required by Section 13.3(A) hereofSections 13.3.1 and 13.3.2, and , (iib) payment of a $3,500 fee to the Global Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent) and (c) the delivery by the Purchaser (other than a Purchaser that is a Lender) to the Administrative Agent of an Administrative Questionnaire, such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment 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 constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretothereto, and no consent or action by the transferor Lender shall be released with respect to the Commitment and Loans assigned to such Purchaser without any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the 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 treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such PurchaserSection 13.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.3, the transferor Lender, the Global Administrative Agent and Harley the Borrower shall, if requested by such the transferor Lender or Purchaserthe Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C E hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents consent required by Section 13.3(A13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans Credit Support Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans, Outstanding Acceptances and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) Upon delivery to the Global Administrative Agent of a notice ---------------------- of assignment, assignment substantially in the form attached as Appendix I to Exhibit C hereto (a “Notice of Assignment”)E hereto, together --------- with any consents required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment13.3.1, such assignment shall become effective on the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents DIP Financing Document executed by the Lenders and shall have all the rights and obligations of a Lender Lenders under the Loan Documents, DIP Financing Documents to the same extent as if it were an original party heretothereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Borrower, Lenders or Agent shall be required to release the transferor Lender with respect to the 74 percentage Commitment (or portion thereof) of the Aggregate Commitment such Lender and Loans Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. The transferring Lender shall continue to be entitled to the benefits of all indemnities applicable to the period prior to the effective date of the assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C D hereto (a “Notice of Assignment”), together with any consents consent required by Section 13.3(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Global Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any of Borrower, the Borrowers 107 Lenders or the Lenders and no further consent or action by the Global Administrative Agent shall be required to release the transferor Lender Seller with respect to the 74 percentage of the Aggregate Commitment Commitment, Loans and Loans Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit C F hereto (a “"Notice of Assignment”"), together with any consents consent required by Section 13.3(A13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment Commitment, Loans and Loans L/C Obligations under the applicable assignment agreement are “"plan assets” " as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “"plan assets” " under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Subject to acceptance and recording thereof pursuant to clause (C) below, upon Upon (i) delivery to the Global Administrative Agent Agents of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit C H hereto (a “Notice of Assignment”"NOTICE OF ASSIGNMENT"), together with any consents required by Section 13.3(A) hereof13.3.1, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignmentassignment (provided that such fee shall not be required if such assignment is to an existing Lender or an Affiliate thereof), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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 Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Global Administrative Agent Company, the Lenders or the Agents shall be required to release the transferor Lender with respect to the 74 percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser 76 83 pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Global Administrative Agent and Harley shall, if requested by such transferor Lender or Purchaser, 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 PurchaserLender.