Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the 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, (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 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, the Alternate Currency Bank or the Agent shall be required to release the 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 Seller, the 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 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 and their Term Loans, 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 (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, assignment other than with respect to an assignment between a Lender and (iii) the completion of the recording requirements in Section 13.3(C)an Affiliate 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 are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 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, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the 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 Seller, the --------------- Administrative 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 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 and their Term LoansCommitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrower Borrowers shall not, at any time, be obligated to pay under Section 2.15(E2.14(E) to any Lender that is a Purchaser, assignee or --------------- transferee any sum in excess of the sum which the Borrower 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"“Notice of Assignment”), together with any consent required by Section 13.3(A14.3(A) hereof, (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, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 13.3(C14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 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 Bank 107 Lenders or the Administrative Agent shall be required to release the 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 Seller, the Agent, the Alternate Currency Bank 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 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 and their Term LoansCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the no Borrower shall notshall, at any time, be obligated to pay under Section 2.15(E2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the 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 Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D J 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 4,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Revolving Credit Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Credit 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)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 Credit Commitment, and their Term Loansin exchange for the existing Notes AMENDED AND RESTATED CREDIT AGREEMENT -76- 84 which are being replaced, 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 (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit D "H" 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 2,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On on and after the effective date of such assignment, such Purchaser, if not already a Lender, purchaser shall for all purposes be a Lender lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, 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 (i) delivery to the Agent and the Alternate Currency Bank of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE 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 the assignee or the assignor (as agreed) to the Agent for processing such assignment, and assignment (iii) unless such fee is waived by the completion of the recording requirements in Section 13.3(CAgent), 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 Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the CommitmentOutstanding Combined Credit Exposure, the Revolving Credit Commitment and Loans and L/C Obligations under the applicable assignment agreement are "constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Credit 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)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such Seller and that new notes Notes or, as appropriate, replacement notesNotes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan Commitment and their Term LoansCredit Commitments, 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 (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 ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3(A14.3(A) hereof, (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, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 13.3(C14.3(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 Sidley Xxxxxx Xxxxx & Xxxx 101 to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such 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 117 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 Bank Lenders or the Administrative Agent shall be required to release the 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 Seller, the Agent, the Alternate Currency Bank 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 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 and their Term LoansCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the no Borrower shall notshall, at any time, be obligated to pay under Section 2.15(E2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the 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 Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "1" to Exhibit D "H" 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 4,000 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, 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 (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 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, and assignment (iii) the completion provided no such fee shall be required in connection with an assignment by a Lender to an Affiliate or successor entity of the recording requirements in Section 13.3(Csuch Lender), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Revolving Loan Commitment or Loans and L/C Obligations under the applicable assignment agreement are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Administrative Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank ---------------- 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 Seller 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 (or from and their Term after the Conversion Date, the outstanding principal balance of such Lender's Loans), 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.(C)

Effect; Effective Date. Upon Purchaser’s (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit “A” to Exhibit D I hereto (a "NOTICE OF ASSIGNMENT"“Notice 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 (except in the assignee case of an assignment from a Lender to its Affiliate or the assignor (as agreedApproved Fund) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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 any Borrower, the Lenders, the Alternate Currency Bank LC Issuer or the Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, as adjusted pursuant to such assignment. Notwithstanding anything Upon the Purchaser’s receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the contrary herein, the applicable 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 effectedappropriately legended.

Effect; Effective Date. Upon (i) delivery to the Agent and the Alternate Currency Bank 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 Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller transferor 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 Commitment and their Term Loans, 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.-92- 100

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 Exhibit “I” to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"“Notice 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 the assignor or assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment; provided however that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Administrative Agent shall be required to release the Seller transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, 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 (i) delivery to the Agent and the Alternate Currency Bank of a ---------------------- notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to --------- Exhibit D hereto E (a "NOTICE OF ASSIGNMENT"), 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 Agent for -------------- processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, LC Interests and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the 117 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, the Alternate Currency Bank Swing Line Lender or the LC Issuers or the Agent shall be required to release the Seller 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)13.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such Seller and that new notes Notes or, as appropriate, replacement notesNotes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, 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 (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit D I hereto (a "NOTICE OF ASSIGNMENT"“Notice 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 provisions of Section 2.19 or the assignor (as agreedSection 2.20, a $2,000 fee) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender (in the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitmentapplicable Commitments and Loans (and, Loans if applicable, Swing Line Commitments and Letter of Credit participations Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan Commitment and their Term LoansFacility), 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 (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit D "K" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3(A) hereof15.3.1, and (ii) payment by the Lender of a $3,500 4,000 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the CommitmentCommitment and Loans (and if applicable, Loans the Swing Line Commitment and L/C Obligations Swing Line Loans) under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans 105 (and Letter of Credit participations any Swing Line Commitment or Swing Line Loan) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)15.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, 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 Purchaser's (i) delivery ---------------------- to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit D "F" 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 the assignee or the assignor (as agreed) to -------------- the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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 Borrower, the Lenders, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank -------------- Agent and the Borrower shall make appropriate arrangements so that, that a replacement Note is issued to the extent notes have been issued to evidence any of the transferred Loans, transferor Lender and a new or replacement notes are issued to such Seller and new notes orNote, as appropriate, replacement notes, are is issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. Notwithstanding anything to Upon the contrary hereinPurchaser's receipt of a new or replacement Note, the transferor Lender shall return its old Note to 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 effectedappropriately legended.

Effect; Effective Date. Upon (i) delivery to the Agent and the Alternate Currency Bank of a notice of an assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3(A) hereof12.3.1, and (ii) payment of a $3,500 4,000 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and assignment (iii) unless such fee is waived by the completion of the recording requirements in Section 13.3(CAgent), 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 Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller transferor Lender with respect to the percentage of the Aggregate Revolving Commitment and Term 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)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loan be evidenced by a Note, 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 Seller and that a new notes Note or, as appropriate, a replacement notesNote is issued to such transferor Lender and a new Note or, are as appropriate, a replacement Note, is issued to such Purchaser, in each case in a principal amounts amount reflecting their Revolving Loan Commitment and their Term Loansits outstanding Loan, 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 effected12.4.

Effect; Effective Date. Upon Purchaser's (i) ---------------------- delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit D I 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 the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank LC Issuer or the Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, as adjusted pursuant to such assignment. Notwithstanding anything Upon the Purchaser's receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the contrary herein, the applicable 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 effectedappropriately legended.

Effect; Effective Date. Upon Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent and the Alternate Currency Bank 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 consents required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Global Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the 66 applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Borrower, the Lenders, the Alternate Currency Bank or the Global Administrative Agent shall be required to release the Seller 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 Sellertransferor Lender, the AgentGlobal Administrative Agent and Harley shall, the Alternate Currency Bank and the Borrower shall if requested by such transferor Lender or Purchaser, 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 Seller 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 and their Term Loans, 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 (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit D "H" 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 2,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, 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 (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 ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3(A14.3(A) hereof, (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, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 13.3(C14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 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 Bank Lenders or the Administrative Agent shall be required to release the 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 Seller, the Agent, the Alternate Currency Bank 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 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 and their Term LoansCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the no Borrower shall notshall, at any time, be obligated to pay under Section 2.15(E2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the 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 Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent and the Alternate Currency Bank 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 consents required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Global Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the 67 effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Borrower, the Lenders, the Alternate Currency Bank or the Global Administrative Agent shall be required to release the Seller 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 Sellertransferor Lender, the AgentGlobal Administrative Agent and Harley shall, the Alternate Currency Bank and the Borrower shall if requested by such transferor Lender or Purchaser, 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 Seller 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 and their Term Loans, 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 (i) delivery to the Administrative Agent of an Assignment 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")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 for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAAssumption. 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 117 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, the Alternate Currency Bank Lenders or the Administrative Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 that, to the extent notes have been issued to evidence any of the transferred Loans, replacement notes are issued to such Seller and that new notes Notes or, as appropriate, replacement notesNotes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan Commitment and their Term LoansCredit Commitments, as adjusted pursuant to such assignment. Notwithstanding anything Such transferor Lender shall continue to be entitled to the contrary hereinbenefit of Sections 3.1, 3.2, 3.4, 3.5, 4.9 and 10.6(b) (to the Borrower extent such Lender’s entitlement to such benefit arose out of its position as a Lender prior to the applicable assignment). The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall not, at any time, be obligated to pay under Section 2.15(E) to any Lender that is maintain a Purchaser, assignee or transferee any sum in excess register for the recordation of the sum which names and addresses of the Borrower would have been obligated Lenders and principal amounts (and related interest amounts) of the Loans owing to pay 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 Lenders shall treat each person whose name is recorded in the Register as the Lender with respect to the Lender that was Loans shown in the SellerRegister as owing to such person, assignor or transferor had such assignment or transfer not been effectednotwithstanding any notice to the contrary.

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"“Notice of Assignment”), together with any consent required by Section 13.3(A14.3(A) hereof, (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, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 13.3(C14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 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 Company, the Borrower, the Lenders, the Alternate Currency Bank Lenders or the Administrative Agent shall be required to release the Seller 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(B), the Seller, the Administrative Agent, the Alternate Currency Bank Company 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 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 the Loans owing to the Purchaser and their Term Loans, the Seller as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, neither the Company nor the Borrower shall notshall, at any time, be obligated to pay under Section 2.15(E2.14(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 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 Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent and the Alternate Currency Bank 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 consents required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Global Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Borrower, the Lenders, the Alternate Currency Bank or the Global Administrative Agent shall be required to release the Seller transferor Lender with respect to the 74 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 Sellertransferor Lender, the AgentGlobal Administrative Agent and Harley shall, the Alternate Currency Bank and the Borrower shall if requested by such transferor Lender or Purchaser, 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 Seller 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 and their Term Loans, 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 (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 C hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3(A) 12.3.1 hereof, (ii) payment of a Four Thousand Dollar ($3,500 4,000) fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, assignment and (iii) the completion of the recording requirements in Section 13.3(C)12.3.3, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C other Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such 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 117 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, the Alternate Currency Bank Lenders or the Administrative Agent shall be required to release the 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(B)12.3.2, the Seller, the Agent, the Alternate Currency Bank 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 are issued to such 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 and their Term LoansCommitments, 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 (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit D "H" 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 the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, as adjusted pursuant to such assignment. Notwithstanding anything , and the Notes so replaced are returned 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 effectedmarked "replaced."

Effect; Effective Date. Upon (ia) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit D hereto C (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3(A) hereof13.3.1, and (iib) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Credit Loans and L/C Obligations participation interests in the Letters of Credit under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Facility Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Facility Document executed by or on behalf of the Lenders and shall have all the 117 rights and obligations of a Lender under the Loan Facility Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller transferor Lender with respect to the percentage of the Aggregate Revolving Loan Credit Commitment, Loans and the Letter of Credit participations Commitment, Revolving Credit Loans and the participation interests in Letters of Credit assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Revolving Credit Loans be evidenced by Revolving Credit 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 Seller and that new notes Revolving Credit Notes or, as appropriate, replacement notesRevolving Credit Notes are issued to such transferor Lender and new Revolving Credit Notes or, as appropriate, replacement Revolving Credit Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan Commitment and their Term LoansCredit Commitments, 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 Purchaser's (i) delivery ----------------------- to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit D "F" 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 the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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 Borrower, the Lenders, the Alternate Currency Bank LC Issuer or the Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank -------------- Agent and the Borrower shall make appropriate arrangements so that, that a replacement Note is issued to the extent notes have been issued to evidence any of the transferred Loans, transferor Lender and a new or replacement notes are issued to such Seller and new notes orNote, as appropriate, replacement notes, are is issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. Notwithstanding anything to Upon the contrary hereinPurchaser's receipt of a new or replacement Note, the transferor Lender shall return its old Note to 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 effectedappropriately legended.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Bank Borrower of a notice of assignment, substantially in the form attached as Appendix I Exhibit “I” to Exhibit D B hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by 106 107599586\V-16 US_Active\115440519\V-15 Section 13.3(A) hereof12.3(a), and (ii) payment of a $3,500 fee by the assignor or assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Administrative Agent shall be required to release the Seller transferor Lender, and the transferor Lender (other than a transferor Lender transferring to an Affiliate of such Lender unless such Affiliate is a Qualified Institution) shall automatically be released on the effective date of such assignment, 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(B12.3(b), the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, In no event shall the Borrower shall not, at be required to incur any time, be obligated costs or expenses to pay under Section 2.15(E) to effect 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 effectedassignments.

Effect; Effective Date. Upon (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit D "J" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3(A) hereof15.3.1, and (ii) payment by the Lender of a $3,500 4,000 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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)15.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, 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 (ia) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix of Exhibit I to Exhibit D E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3(A) hereof10.3.1, (iib) acceptance and recording of the Notice of Assignment by the Agent in accordance with Section 10.4, and (c) payment of a Three Thousand Five Hundred Dollar ($3,500 3,500) fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. Notwithstanding anything to the contrary contained herein, no assignment of any Loan evidenced by a Registered Note shall be effective unless and until the assignment is recorded in the Register. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA Plan Assets and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAPlan 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 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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)Section, Schedule 1 shall be deemed modified to reflect the Commitments of the Purchaser and of the existing Lenders, and the transferor Lender, the Seller, the Agent, the Alternate Currency Bank 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 Notes are issued to such Seller 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 and their Term LoansCommitment, 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 (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit "I" to Exhibit D "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 the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, 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 (i) delivery to the Administrative Agent and the Alternate Currency Bank 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(d), 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, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders Banks and shall have all the 117 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, the Alternate Currency Bank Banks or the Administrative Agent shall be required to release the Seller transferor 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(e), the Sellertransferor Bank, the Agent, the Alternate Currency Bank 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 Seller 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 Commitment and their Term Loansrespective Commitments, 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 (i) delivery to the ---------------------- Administrative Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I Exhibit J to Exhibit D H hereto (a "NOTICE OF ASSIGNMENTNotice of --------- --------- --------- Assignment"), together with any consent consents required by Section 13.3(A) hereof13.3.1, ---------- -------------- and (ii) payment by the assigning Lender of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, and assignment (iii) unless the completion assignment is to an affiliate of the recording requirements Lender in Section 13.3(Cwhich case no fee shall be charged), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Administrative Agent shall be required to release the Seller 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)13.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank -------------- 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 Seller 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 and their Term LoansCommitment, 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 (i) delivery to the Agent and the Alternate Currency Bank of ---------------------- a notice of assignment, substantially in the form attached as Appendix Exhibit I to --------- Exhibit D G hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents --------- -------------------- required by Section 13.3(A) hereof13.3.1, and (ii) payment of a $3,500 3,000 fee by the assignee or the assignor (as agreed) to the Agent -------------- for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the 117 rights and obligations of a Lender (and if applicable, a Swing Line 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, Loans and Letter the Facility Letters of Credit participations and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the Sellertransferor -------------- Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and Commitments (and, if applicable, their Term Loansrespective Swing Line Commitments), 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 (i) delivery to the Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix 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 by the assigning party of a $3,500 2,500 fee by the assignee or the assignor (as agreed) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, 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 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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 57 consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 and their Term LoansCommitment, 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 (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, and assignment (iii) the completion provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of the recording requirements in Section 13.3(Can assignor Lender), 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 are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Administrative Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller transferor Lender and new notes or, as appropriate, replacement notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, 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.(C)

Effect; Effective Date. 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 ASSIGNMENT"), together with any consent required by Section 13.3(A) hereof, (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such 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 117 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, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the 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 Seller, the Administrative 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 104 to such 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 and their Term LoansCommitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrower Borrowers shall not, at any time, be obligated to pay under Section 2.15(E2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrower 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 (ia) delivery to the ---------------------- Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit D hereto B (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents --------- -------------------- required by Section 13.3(A) hereof12.3.1, and (iib) payment of a $3,500 fee (payable by the assignee -------------- assigning Lender or the assignor (as agreedits assignee) to the Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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)12.3.2, the Sellertransferor Lender, the AgentAgent -------------- and Borrower shall, if the Alternate Currency Bank and transferor Lender or the Borrower shall 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 Seller and that new notes Notes or, as appropriate, replacement notesNotes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, 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 (i) delivery to the Agent and the Alternate Currency Bank 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 Agent for processing such assignment, and (iii) the completion any assignment to an Eligible Assignee that is not an Affiliate of the recording requirements in Section 13.3(C)transferor Lender, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the 117 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, the Alternate Currency Bank Lenders or the Agent shall be required to release the Seller 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 Sellertransferor Lender, the Agent, the Alternate Currency Bank 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 Seller 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 Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. Notwithstanding anything If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to the contrary hereinSection 13.3.1 hereof, the Borrower such transferor Lender shall not, at no longer have any time, be obligated obligation to pay under Section 2.15(E) indemnify Agent with respect to any Lender transactions, events or occurrences that is a Purchasertranspire after the effective date of such assignment, assignee or transferee any sum and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in excess accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date 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 effectedto it.