Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (a) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.1, and (b) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C C-1 hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 12.03(a), and (bii) payment of a $3,500 4,000 fee to the Agent for processing such assignmentassignment (provided that no such fee shall be required if the assignee is an Affiliate of an assignor Lender or if the assignee is already a Lender hereunder), such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.03(b), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C hereto Exhibit B (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 12.3. 1, and (bii) payment of a $3,500 fee to the Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice assignment. The assignment shall contain a representation by the Purchaser to the effect that none of Assignmentthe consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C hereto Exhibit B (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION Section 12.3.1, and (bii) payment of a $3,500 4,000 fee to the Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice assignment. The assignment shall contain a representation by the Purchaser to the effect that none of Assignmentthe consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Exhibit I to EXHIBIT C hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consents required by SECTION 12.3.1Section 13.3.1, and (bii) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Notice notice of Assignmentassignment. On and after the effective date of such assignment, (a) such Purchaser Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or Agent shall be required to release the Agenttransferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this SECTION 12.3.2Section 13.3, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Exhibit I to EXHIBIT C hereto (a "NOTICE OF ASSIGNMENT")E hereto, together with any consents required by SECTION 12.3.1, 13.3. and (bii) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Notice notice of Assignmentassignment. On and after the effective date of such assignment, (a) such Purchaser Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan DIP Financing Document executed by the Lenders and shall have all the rights and obligations of a Lender Lenders under the Loan Documents, DIP Financing Documents to the same extent as if it were an original party heretothereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or Agent shall be required to release the Agenttransferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this SECTION 12.3.213.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Commitmentrespective Commitments, as adjusted pursuant to such assignment. The transferring Lender shall continue to be entitled to the benefits of all indemnities applicable to the period prior to the effective date of the assignment.

Effect; Effective Date. Upon (ai) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit Appendix I to EXHIBIT C Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 14.3(A) hereof, and (bii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor 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 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by any Borrower, the transferor Lender Lenders or the Administrative Agent shall be released required to release the Seller with respect to the percentage of the Aggregate Commitment Commitment, Loans and Loans Letter of Credit and Swing Line Loan participations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such 113 Purchaser, in each case in principal amounts reflecting their CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (ai) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit Appendix I to EXHIBIT C Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 14.3(A) hereof, and (bii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (other than an assignment by a Lender to an affiliate of such Lender or an Approved Fund of such Lender), and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by any Borrower, the transferor Lender Lenders or the Administrative Agent shall be released required to release the Seller with respect to the percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Swing Line Loan participations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers -108- 119 shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I 1 to EXHIBIT C I hereto (a "NOTICE OF ASSIGNMENTNotice of 60 Assignment"), together with any consents required by SECTION 12.3.1, Section 12.03; and (bii) 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 provisions of Section 2.19, a $2,000 fee) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders Banks or the AgentAgent shall be required to release the transferor Bank with respect to the percentage of the Aggregate Commitments and Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.03(b), the transferor LenderBank, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit APPENDIX I to EXHIBIT C F hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.113.3.(A) hereof, and (bii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by the Borrowers, the Lenders or the Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment Revolving Loan Commitment, Loans and Loans Letter of Credit participations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.213.3(B), the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (a) delivery to the Administrative Agent ----------------------- of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C Exhibit H hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required --------- -------------------- by SECTION Section 12.3.1, and (b) payment of a $3,500 fee to the Administrative Agent --------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section ------- 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall ------ make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case case, to the extent applicable, in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I "I" to EXHIBIT C Exhibit "D" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION Section 12.3.1, and (bii) payment of a $3,500 4,000 fee to the Agent for processing such assignmentassignment (which fee shall in no event be payable by the Borrower), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment, Loans, and Letter of Credit Participation Amounts assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (a) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.1, and (b) payment of a $3,500 3,000 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Transaction Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Transaction Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit APPENDIX I to EXHIBIT C F hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.112.3(A) hereof, and (bii) payment of a $3,500 3,000 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Aggregate Term Loan Commitment, Aggregate Acquisition Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.212.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, Term Loan Commitment, Acquisition Loan Commitment, or, if after the Conversion Date, their Term Loans and Acquisition Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (a) delivery to the Agent of a ---------------------- notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C Exhibit ------- I hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION - -------------------- Section 12.3.1, and (b) payment of a $3,500 fee to the Agent for processing such -------------- assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the BorrowerLoan Parties, the Lenders or the Agent. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, (a) the transferor Lender, the -------------- Agent and the Borrower shall make appropriate arrangements so that that, as applicable, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserPurchaser and (b) if the Borrower would not otherwise be aware of an assignment pursuant hereto, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignmentthe Agent shall notify the Borrower thereof.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I "I" to EXHIBIT C Exhibit "C" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION Section 12.3.1, and (bii) payment of a $3,500 4,000 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to under this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the Commitments and Loans assigned to such Purchaser and such Lender shall be immediately so released. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.3.3, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and and, if so requested by such Purchaser, new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitmentrespective Tranche A and Tranche B Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit APPENDIX I to EXHIBIT C D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.112.3(A) hereof, and (bii) payment of a $3,500 5,000 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by the Parent, the Borrower, the Lenders or the Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate transferor Lender's Revolving Loan Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.212.3(B), (a) the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignmentassignment and (b) the transferor Lender shall deliver any Notes for which replacement Notes are issued to the Borrower at such time, marked "Superseded".

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit APPENDIX I to EXHIBIT C D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.113.3(A) hereof, and (bii) 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 CLAUSE (I), (II) and (III) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not constitute such "plan assets". On and after the effective date of such assignment, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.213.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I "I" to EXHIBIT C Exhibit "D" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION Section 12.3.1, and (bii) payment of a $3,500 4,000 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Transaction Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Transaction Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Transaction Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Collateral Agent of a notice of assignment, assignment substantially in the form attached as Exhibit I to EXHIBIT C hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consents required by SECTION 12.3.112.3(A), and (bii) payment of a $3,500 5,000 fee to the Collateral Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Notice notice of Assignmentassignment. On and after the effective date of such assignment, (a) such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan DIP Financing Document executed by the Lenders and shall have all the rights and obligations of a Lender the Lenders under the Loan Documents, DIP Financing Documents to the same extent as if it were an original party heretothereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the BorrowerBorrowers, the Lenders or Agents shall be required to release the Agenttransferor Lender with respect to the Commitment (or portion thereof) of such Lender and Obligations assigned to such Eligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this SECTION 12.3.212.3, the transferor Lender, the Agent Agents and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Commitmentrespective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit APPENDIX I to EXHIBIT C F hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.112.3(A) hereof, and (bii) payment of a $3,500 3,000 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Aggregate Acquisition Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.212.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment, Acquisition Loan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit Appendix I to EXHIBIT C Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents consent required by SECTION 12.3.1Section 14.3(A) hereof, and (bii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor 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 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 99 109 assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by any Borrower, the transferor Lender Lenders or the Administrative Agent shall be released required to release the Seller with respect to the percentage of the Aggregate Commitment Commitment, Loans and Loans Letter of Credit and Swing Line Loan participations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT Exhibit C hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 14.3(i), and (bii) payment of a $3,500 3,000 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that it is an Eligible Assignee and that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(ii), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their its Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C C-1 hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 12.03(a), and (bii) payment of a $3,500 4,000 fee to the Agent for processing such assignmentassignment (provided that no such fee shall be required if the assignee is an Affiliate of assignor Lender or if the assignee is already a Lender hereunder), such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Facility B Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.03(b), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (a) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit I to EXHIBIT C D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.1, and (b) payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and (b) no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2, the transferor Lender, the Agent Administrative Agent, and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their its Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit APPENDIX I to EXHIBIT C E hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.113.3(A) hereof, and (bii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders or the AgentAgent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Supplemental 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 12.3.213.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their CommitmentSupplemental Loan Commitment and their Existing Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ai) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit Appendix I to EXHIBIT C Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 14.3(A) hereof, and (bii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor 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 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by any Borrower, the transferor Lender Lenders or the Administrative Agent shall be released required to release the Seller with respect to the percentage of the Aggregate Commitment Commitment, Loans and Loans Letter of Credit and Swing Line Loan participations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (ai) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit Appendix I to EXHIBIT C Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents consent required by SECTION 12.3.1Section 14.3(A) hereof, and (bii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor 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 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this 105 115 Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by any Borrower, the transferor Lender Lenders or the Administrative Agent shall be released required to release the Seller with respect to the percentage of the Aggregate Commitment Commitment, Loans and Loans Letter of Credit and Swing Line Loan participations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Purchaser's (ai) delivery ---------------------- to the Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to Exhibit I to EXHIBIT C hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with --------- any consents required by SECTION Section 12.3.1, and (bii) payment of a $3,500 fee to -------------- the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Credit Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by either Borrower, the Lenders, the LC Issuer or the Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate Revolving Loan Commitment and Loans Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Agent and the Borrower -------------- Borrowers shall make appropriate arrangements so that that, to the extent promissory notes have been issued to evidence any of the transferred Loans, replacement Notes promissory notes are issued to such the transferor Lender and a new Notes promissory notes or, as appropriate, replacement Notes, promissory notes are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment. Upon the Purchaser's receipt of new or replacement promissory notes, the transferor Lender shall return its old promissory notes to the applicable Borrower appropriately legended.

Effect; Effective Date. Upon (ai) delivery to the Agent of a notice of assignment, substantially in the form attached as Exhibit I 1 to EXHIBIT C I hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1, Section 12.03; and (bii) 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 provisions of Section 2.19, a $2,000 fee) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto, and (b) the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any no further consent or action by the Borrower, the Lenders Banks or the AgentAgent shall be required to release the transferor Bank with respect to the Loans or interests therein assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.03(b), the transferor LenderBank, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignmentthe principal amounts of the Loans held by them.

Effect; Effective Date. Upon (ai) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit Appendix I to EXHIBIT C Exhibit D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents consent required by SECTION 12.3.1Section 14.3(A) hereof, and (bii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor 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 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and 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, (a) such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Document Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by any Borrower, the transferor Lender Lenders or the Administrative Agent shall be released required to release the Seller with respect to the percentage of the Aggregate Commitment and Loans Letter of Credit participations assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred credit extensions, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their CommitmentCommitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred credit extensions to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (ai) delivery to the Company, the Issuing Banks, the Servicing Agent and the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit I "I" to EXHIBIT C Exhibit "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 12.03(a), and (bii) payment of a $3,500 fee to the Administrative Agent by the assignee or assignor Lender for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. On and after the effective date of such assignment, (a) such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and (b) no further consent or action by the Obligors, the Issuing Banks, the other Lenders or the Administrative Agent shall be required to release the transferor Lender shall be released with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the AgentPurchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.03(b), the transferor Lender, the Administrative Agent and the Borrower Obligors shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitmentrespective Commitments, as adjusted pursuant to such assignment.