Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor 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, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)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 Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement assignment agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "“plan" ” as defined 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 constitute such "“plan assets"”. 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 the BorrowerBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and 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 Administrative Agent and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that 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 CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to ---------- Exhibit D EXHIBIT F hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required --------- by Section 13.3(ASECTION 12.3(A) hereof, and (ii) payment of a $3,500 3,000 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Aggregate Term Loan Commitment, Aggregate Acquisition Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(BSECTION 12.3(B), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that 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, Term Loan Commitment, Acquisition Loan Commitment, or, if after the Conversion Date, their Term Loans and Acquisition Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a ---------------------- notice of assignment, substantially in the form attached as Appendix Exhibit I to ---------- Exhibit D C hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required --------- by Section 13.3(A) hereof14.3(i), and (ii) payment of a $3,500 3,000 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)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 it is an Eligible Assignee and that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(ii), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that 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 its Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)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 Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement assignment agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and 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 Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any 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 assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such assignment, which fee shall be required in connection with an not apply to any assignment from a Lender to an Affiliate or successor entity of an assignor 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, Loans Commitment and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans Commitment and 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 Administrative Agent and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loanscredit extensions, replacement notes are issued to such transferor Lender Seller and new notes or, as appropriate, replacement notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ and the Alternate Currency Lenders of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D C hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent required --------- by Section 13.3(A) hereof14.3(a), and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment assignment, and (provided no such fee shall be required iii) the completion of the recording requirements in connection with an assignment to an Affiliate or successor entity of an assignor LenderSection 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, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" assignment agreement are “plan assets” as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such "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 the any Borrower, the Lenders, the Alternate Currency Lenders or the Administrative Agent shall be required to release the transferor Assigning Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(b), the transferor Assigning Lender, the Administrative Agent Agent, the Alternate Currency Lenders and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Assigning 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. 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 Assigning Lender, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon Purchaser's (i) delivery ---------------------- to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix Exhibit "A" to Exhibit I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with --------- any consent consents required --------- by Section 13.3(A) hereof12.3.1, and (ii) payment of a $3,500 fee by to -------------- the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". 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 further consent or action by the either Borrower, the Lenders Lenders, the LC Issuer or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans Commitment and Letter of Outstanding Credit participations 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 Administrative Agent and the ---------------- Borrower -------------- Borrowers shall make appropriate arrangements so that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement promissory notes are issued to such the transferor Lender and a new promissory notes or, as appropriate, replacement notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, assignment substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required --------- by Section 13.3(A) hereof13.3.1, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an any assignment to an Eligible Assignee that is not an Affiliate or successor entity of an assignor the transferor Lender), 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 Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets"assignment. 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 Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowerBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment, Loans such Lender and Letter of Credit participations 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 Administrative Agent and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that replacement notes Notes are issued to such transferor Lender and new notes Notes or, as appropriate, replacement notesNotes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT")an Assignment and Assumption, together with any consent consents required --------- by Section 13.3(A) hereof13.3.1, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its discretion) for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets"Assumption. 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 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 Revolving Credit Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowerany Loan Party, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations Commitment 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 Administrative Agent and the ---------------- Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so thatthat new Notes or, to the extent notes have been issued to evidence any of the transferred Loansas appropriate, 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 respective Revolving Loan CommitmentCredit Commitments, as adjusted pursuant to such assignment. Such transferor Lender shall continue to be entitled to the benefit of Sections 3.1, 3.2, 3.4, 3.5, 4.9 and 10.6(b) (to the extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment except in respect of a Change in Law after the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of ▇▇▇▇▇▇▇▇, shall maintain a register for the recordation of the names and addresses of the Lenders and principal amounts (and related interest amounts) of the Loans owing to each Lender from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, and ▇▇▇▇▇▇▇ shall treat each person whose name is recorded in the Register as the Lender with respect to the Loans shown in the Register as owing to such person, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon prior reasonable notice.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix Annex I to ---------- Exhibit D hereto F (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required --------- by Section 13.3(A) hereof10.08(e), and (ii) payment by the assigning Bank of a $3,500 4,000 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" assignment agreement constitutes “plan assets” as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such "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 further consent or action by the BorrowerCompany, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations 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(f), the transferor LenderBank, the Administrative Agent and the ---------------- Borrower shall Company shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Lender and that new notes Notes or, as appropriate, replacement notesNotes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with other than an assignment by a Lender to an Affiliate affiliate of such Lender or successor entity an Approved Fund of an assignor 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, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the any Borrower, the Lenders Lenders, the Alternate Currency Banks or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Alternate Currency 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 Administrative Agent Agent, the Alternate Currency Banks and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Lender Seller 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. 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D C-1 hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required --------- by Section 13.3(A) hereof12.03(a), and (ii) payment of a $3,500 4,000 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided that no such fee shall be required in connection with an assignment to if the assignee is an Affiliate or successor entity of an assignor LenderLender or if the assignee is already a Lender hereunder), 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, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". 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 further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix APPENDIX I to ---------- Exhibit D EXHIBIT A hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required --------- by Section 13.3(ASECTION 13.3(a) hereof, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(BSECTION 13.3(b), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that 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 CommitmentCommitments, as adjusted pursuant to such assignment.. 397909 Execution Copy 87

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D I hereto (a "NOTICE OF ASSIGNMENT"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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, Guarantors or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), if requested by the transferor Lender or Purchaser, the transferor Lender, the Administrative Agent and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that 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 CommitmentCommitments, as adjusted pursuant to such assignment provided if no such 115 request is made, the master Note(s) shall reflect their Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor 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, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D E hereto (a "NOTICE OF ASSIGNMENT"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that replacement notes Notes are issued to such transferor Lender Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new notes Notes or, as appropriate, replacement notesNotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment.. -92- 100

Effect; Effective Date. Upon (i) Upon recordation in the Register of an assignment following delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially fully executed Assignment in the form attached as Appendix I to ---------- of Exhibit D hereto A (a "NOTICE OF ASSIGNMENT"), together with any consent the required --------- forms and certificates regarding tax matters and other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment may be required to deliver pursuant to Section 5.9) and a processing fee of $3,500 (unless otherwise agreed or waived by Section 13.3(A) hereofAdministrative Agent in its sole discretion, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided that no such registration US-DOCS\135051485.13 and processing fee shall be required payable (y) in connection with an assignment by or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an Affiliate or successor entity of an assignor LenderApproved Fund), such the assignment shall become effective on the effective date as specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". On and after the effective date of such assignment, such Purchasernotice, if not already a Lenderit complies with this Section 14.3. From such effective date, (i) the Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other under the Loan Documents executed by the Lenders Documents, and shall have all the rights and obligations of a Lender under thereunder and (ii) the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were that the rights and obligations here under have been assigned to the Eligible Assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 4.6. and be released from its obligations hereunder (and, in the case of an original party hereto, and no further consent or action by the Borrower, the Lenders assignment covering all or the Administrative Agent remaining portion of an assigning ▇▇▇▇▇▇’s rights and obligations hereunder, such ▇▇▇▇▇▇ shall cease to be required a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents to release the transferor contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to the percentage matters arising out of the Aggregate Revolving Loan Commitment, Loans and Letter prior involvement of Credit participations assigned to such Purchaserassigning ▇▇▇▇▇▇ as a Lender hereunder. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)an assignment, the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to for the extent surrender of any existing notes have been issued to evidence any for cancellation and issuance of the transferred Loans, replacement notes are issued to such transferor Lender and and/or new notes or, as appropriate, replacement notes, are issued if applicable and requested. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignmentAdministrative Agent.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D C hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment by a Lender to an Affiliate or successor entity of an assignor 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, Commitment or Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the ---------------- Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, 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 CommitmentCommitment (or from and after the Conversion Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any 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 Administrative Agent for processing such assignment assignment, and (provided no such fee shall be required iii) the completion of the recording requirements in connection with an assignment to an Affiliate or successor entity of an assignor LenderSection 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, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the any Borrower, the Lenders Lenders, the Alternate Currency Banks or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(b), the transferor LenderSeller, the Administrative Agent Agent, the Alternate Currency Banks and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Lender Seller 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. 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 to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D C hereto (a "NOTICE OF ASSIGNMENT"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment by a Lender to an Affiliate affiliate or successor entity of an assignor 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, Commitment or Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets". 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section ------- 13.3(B), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall ------- make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, 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 CommitmentCommitment (or from and after the Funding Date, the outstanding principal balance of such Lender's Loans), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D H hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 either of the Borrowers, Guarantors or the Lenders and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan CommitmentCommitments, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), if requested by the transferor Lender or Purchaser, the transferor Lender, the Administrative Agent and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that 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 CommitmentCommitments, 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. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any 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 assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such assignment, which fee shall be required in connection with an not apply to any assignment from a Lender to an Affiliate or successor entity of an assignor 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, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and 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 Administrative Agent and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Lender Seller and new notes or, as appropriate, replacement notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentCommitments, 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. Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any 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 Administrative Agent for processing such assignment (provided no such fee shall be required in connection with other than an assignment by a Lender to an Affiliate affiliate of such Lender or successor entity an Approved Fund of an assignor 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, Commitment and Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit 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 Administrative Agent and the ---------------- Borrower Borrowers -108- 119 shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Lender Seller 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. 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix Annex I to ---------- Exhibit D hereto F (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required --------- by Section 13.3(A) hereof10.08(e), and (ii) payment by the assigning Bank of a $3,500 4,000 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" assignment agreement constitutes “plan assets” as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such "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 further consent or action by the BorrowerCompany, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations 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(f), the transferor LenderBank, the Administrative Agent and the ---------------- Borrower shall Company shall, if the transferor Bank or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Lender and that new notes Notes or, as appropriate, replacement notesNotes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative ---------------------- Agent ------------------------ and the applicable Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a ---------- --------- "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required --------- by Section ------- 13.3(A) hereof, hereof and (ii) payment of a $3,500 3,000 fee by the assignee or ---------------- the ------- assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection other than with respect to an assignment to between a Lender and an Affiliate or successor entity of an assignor Lender)thereof, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or ----------- ---- ----- the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the Borrower, the Lenders Lenders, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor LenderSeller, the --------------- Administrative Agent Agent, the applicable Alternate Currency Bank and the ---------------- applicable Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Lender Seller 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. 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. Upon (i) delivery to the Administrative Agent ------------------------ and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any 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 Administrative Agent for processing such assignment assignment, and (provided no such fee shall be required iii) the completion of the recording requirements in connection with an assignment to an Affiliate or successor entity of an assignor LenderSection 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 the Borrower, the Lenders Lenders, the Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor LenderSeller, the Administrative Agent Agent, the Alternate Currency Bank and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Lender Seller 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. Notwithstanding anything to the contrary herein, the Borrower shall not, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the 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. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix Exhibit 1 to EXHIBIT I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent 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 assignor's Affiliate or by reason of the assignee or ---------------- the assignor (as agreedprovisions of Section 2.19, a $2,000 fee) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender)assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any assignment agreement are "planplan assets" as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such 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 executed by the Lenders 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 further consent or action by the Borrower, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations or interests therein assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor LenderBank, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that replacement notes Notes are issued to such transferor Lender Bank 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 assignmentthe principal amounts of the Loans held by them.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, assignment substantially in the form attached as Appendix I to ---------- Exhibit D hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required --------- by Section 13.3(A) hereof13.3.1, and (ii) payment of a $3,500 5,000 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment (provided no such fee shall be required in connection with an any assignment to an Eligible Assignee that is not an Affiliate or successor entity of an assignor the transferor Lender), 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 Revolving Loan Commitment, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined 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 constitute such "plan assets"assignment. 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 Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the DIP Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowerCredit Parties, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment, Loans such Lender and Letter of Credit participations 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 Administrative Agent and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, that replacement notes Notes are issued to such transferor Lender and new notes Notes or, as appropriate, replacement notesNotes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent ------------------------ and the Alternate Currency Lenders of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit D C hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent required --------- by Section 13.3(A) hereof14.3(a), and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignment assignment, and (provided no such fee shall be required iii) the completion of the recording requirements in connection with an assignment to an Affiliate or successor entity of an assignor LenderSection 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, Loans and L/C Obligations under the applicable Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" assignment agreement are “plan assets” as defined in Section 3(3) of under ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such "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 the any Borrower, the Lenders, the Alternate Currency Lenders or the Administrative Agent shall be required to release the transferor Assigning Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(b), the transferor Assigning Lender, the Administrative Agent Agent, the Alternate Currency Lenders and the ---------------- Borrower Borrowers shall make appropriate arrangements so that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such transferor Assigning 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. 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 to the Lender that was the Assigning Lender, assignor or transferor had such assignment or transfer not been effected.