Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 14.3(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 (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, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks 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 Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B), the Seller, the Administrative Agent, the Alternate Currency Banks and the 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, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice ---------------------- of assignment, substantially in the form attached as Appendix I to Exhibit D G ---------- --------- hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 14.3(A------- 13.3(A) hereof, and (ii) payment of a $3,500 2,500 fee by the assignee or the assignor (as ------- agreed) to the Administrative Agent for processing such assignment (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)assignment, 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 rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrowerthe Borrowers, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B13.3(B), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the 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 CommitmentCommitment and their Term Loans, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 14.3(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 (other than an unless such fee is waived by the Administrative Agent or unless such assignment by a Lender is made to an affiliate of such Lender or an Approved Fund of such assigning Lender), and (iii) the completion of the recording requirements in Section 14.3(C’s Affiliate), 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 Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans Commitment and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are "Assignment Agreement constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks 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 Commitment and Letter of Outstanding Credit and Alternate Currency Loan participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)13.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers shall shall, if the transferor Lender or the Purchaser desires that its Revolving Loans be evidenced by Notes, make appropriate arrangements so that, 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 Commitmentrespective Commitments (or, if the Commitment Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A) hereof13.3.1, and (ii) payment of a $3,500 5,000 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such any assignment (other than an assignment by a Lender to an affiliate of such Lender or Eligible Assignee that is not an Approved Fund of such Lender), and (iii) the completion Affiliate of the recording requirements in Section 14.3(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 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 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 Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by any BorrowerBorrowers, the Lenders, the Alternate Currency Banks Lenders or the Administrative 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 and Alternate Currency Loan participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 14.3(B)13.3, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the 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 Commitmentrespective 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, such transferor Lender shall no Borrower shall, at longer have any time, be obligated obligation to pay under Section 2.15(E) indemnify any Agent Indemnitee 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 in excess of the sum and each Eligible Assignee to which such Borrower would have been obligated transferor shall make an assignment shall be responsible to pay Agents to indemnify Agents in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Lender that was the Seller, assignor or transferor had effective date of such assignment or transfer not been effectedto it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit D hereto C (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 14.3(A) hereof12.3.1, and (ii) effective on and after January 9, 2001, payment of a $3,500 4,000 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, 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 Administrative Agent and the Borrowers to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans Commitment and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrowerthe Borrowers, the Lenders, the Alternate Currency Banks 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 Commitment and Letter of Outstanding Credit and Alternate Currency Loan participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)12.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that, 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 Commitmentrespective Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (ia) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A) hereof12.3.1, and (iib) payment of a $3,500 4,000 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (other than an assignment unless such fee is waived 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(CAdministrative Agent), 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 assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans Commitment and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are "constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser assignee 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, assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks 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 Commitment and Letter of Outstanding Credit and Alternate Currency Loan participations Exposure assigned to such Purchaserassignee. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)12.3.2, the Sellertransferor Lender, the Administrative AgentAgent and any Borrower shall, if the Alternate Currency Banks and transferor Lender or the Borrowers shall assignee 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 Purchaserassignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (ia) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit EXHIBIT D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 14.3(A) hereofSECTION 12.3.1, and (iib) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)SECTION 12.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks and the Borrowers 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 its Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 14.3(A13.3.(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, 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 rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B13.3(B), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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 CommitmentCommitment and their Term Loans, 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 (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT")hereto, together with any consent consents required by Section 14.3(A) hereof11.3(a), and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such any assignment (other than an assignment by a Lender to an affiliate of such Lender or Eligible Assignee that is not an Approved Fund of such Lender), and (iii) the completion Affiliate of the recording requirements in Section 14.3(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 Assignmentassignment. The Notice of Assignment and Acceptance shall contain a representation and warranty 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 Eligible Assignee that the rights and interests of the Purchaser in and under the Loan Documents assignment evidenced thereby will not be "plan assets" result in a non-exempt “prohibited transaction” under Section 406 of ERISA. 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 Agreement and any the other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks Lenders or the Administrative 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 and Alternate Currency Loan participations Obligations assigned to such PurchaserEligible Assignee. Without limiting the generality of the foregoing, such Eligible Assignee shall be subject to and bound by all of the Loan Documents. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 14.3(B)11.3, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective 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 Section 11.3(a), then (i) such transferor Lender shall no longer have any obligation to indemnify the Administrative Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, (ii) each Eligible Assignee to which such transferor Lender shall make an assignment shall be responsible to the contrary hereinAdministrative Agent to indemnify the Administrative Agent in accordance with this Agreement with respect to transactions, no Borrower shallevents and occurrences transpiring on and after the effective date of such assignment to it, at any time, and (iii) the transferor Lender shall continue to be obligated entitled to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess the benefits of those provisions of the sum which such Borrower would have been obligated to pay to Loan Documents (including indemnities from the Lender Borrower) that was survive Full Payment of the Seller, assignor or transferor had such assignment or transfer not been effectedObligations.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D C hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 14.3(A12.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,500 3,000 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, 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 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 Borrower or the Lenders and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B12.3(B), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(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 any assignment (other than an assignment by a Lender to an affiliate of such Lender or Eligible Assignee that is not an Approved Fund of such Lender), and (iii) the completion Affiliate of the recording requirements in Section 14.3(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 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 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 rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by any BorrowerBorrowers, the Lenders, the Alternate Currency Banks Lenders or the Administrative 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 and Alternate Currency Loan participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 14.3(B)13.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the 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 Commitmentrespective 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, such transferor Lender shall no Borrower shall, at 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 in excess of the sum and each Eligible Assignee to which such Borrower would have been obligated transferor shall make an assignment shall be responsible to pay Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the Lender that was the Seller, assignor or transferor had effective date of such assignment or transfer not been effectedto it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I Exhibit 1 to Exhibit D I hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 14.3(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 Administrative Agent for processing such assignment (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)assignment, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Revolving Credit Lender (in the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks Lenders or the Administrative 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 and Alternate Currency Loan participations Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B12.03(b), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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 CommitmentFacility), 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. A Lender shall notify the Administrative Agent in the event it wishes to transfer any of its Commitment. Upon receipt of such notice, the Administrative Agent shall verify that the beneficiaries of the outstanding Letters of Credit will accept an amendment to or replacement of the outstanding Letters of Credit to reflect such assignment and the change in the “Commitments” as reflected in such outstanding Letters of Credit (a “Transfer Amendment”). The Administrative Agent shall advise the Lender whether such Transfer Amendment is acceptable (the “Advisement Date”) and the Lender shall advise the Administrative Agent of the proposed assignment date (which date shall be not less than ten (10) Business Days after the Advisement Date). Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks Borrower of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit D hereto B (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 14.3(A) hereof12.3(b), (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent by the assigning Lender or the Purchaser for processing such assignment (other than an assignment by assignment, the Administrative Agent shall prepare the necessary Transfer Amendments and coordinate with the beneficiaries a Lender date to an affiliate of effectuate such Lender or an Approved Fund of such Lender), and (iii) the completion Transfer Amendment. Upon acceptance of the recording requirements in Section 14.3(C)Transfer Amendment by the beneficiaries, 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 Assignmenteffective. 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 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 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 any the Borrower, the Lenders, the Alternate Currency Banks 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 Commitment and Letter the participation interests in Letters of Credit and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B), the Seller, the Administrative Agent, the Alternate Currency Banks and the 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, 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 (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 14.3(A13.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, 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 rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B13.3(B), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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, 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 (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D C hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 14.3(A12.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrower or the Lenders and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B12.3(B), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 14.3(A) hereof12.3.1, 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 (other than an assignment unless such fee is waived 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(CAdministrative Agent), 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 Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "Assignment Agreement constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)12.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers shall Borrower 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 Commitmentrespective Commitments (or, if the Termination Date has occurred, their respective Outstanding Credit Exposure), 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 (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D C hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 14.3(A12.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, 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 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 Borrower or the Lenders and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B12.3(B), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A) hereof12.3(i), 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 (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)assignment, 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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser Eligible Assignee in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks 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, Commitment and Loans and Letter of Credit and Alternate Currency Loan participations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 14.3(B)12.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A) hereof12.3.1, and (ii) payment of a the $3,500 4,000 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (other than an assignment unless such fee is waived 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(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 Revolving Loan Commitment, Loans, participation in Facility Letters of Credit and Swing Line 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 rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrowerthe Borrowers, the Lenders, the Alternate Currency Banks 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 Loans, participation in Facility Letters of Credit and Alternate Currency Loan participations Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)12.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the 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, as adjusted pursuant to such assignment. Notwithstanding anything to In addition, within a reasonable time after the contrary hereineffective date of any assignment, no Borrower the Agent shall, at any timeand is hereby authorized and directed to, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess revise Schedule 1 reflecting the revised Percentages of each of the sum which Lenders and shall distribute such Borrower would have been obligated revised Schedule 1 to pay to each of the Lender that was Lenders and Astec and such revised Schedule 1 shall replace the Seller, assignor or transferor had such assignment or transfer not been effectedold Schedule 1 and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A13.3(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 (other than an assignment by a Lender to an affiliate of such Lender or an Approved Fund of such Lender)assignment, and (iii) the completion of the recording requirements in Section 14.3(C13.3(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 rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B13.3(B), the Seller, the Administrative Agent, the Alternate Currency Banks Bank and the Borrowers 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, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no the Borrower shallshall 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 such the Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D C-1 hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 14.3(A) hereof12.03(a), and (ii) payment of a $3,500 4,000 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (other than provided that no such fee shall be required if the assignee is an assignment by Affiliate of an assignor Lender or if the assignee is already 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(Chereunder), 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, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B12.03(b), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A) hereof12.3(i), 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 (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)assignment, 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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser Eligible Assignee in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.3(iii), from and after the effective date specified in such PurchaserNotice of Assignment, if not already a Lender, such Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks 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, Commitment and Loans and Letter of Credit and Alternate Currency Loan participations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser Eligible Assignee pursuant to this Section 14.3(B12.3(ii), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (ia) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 14.3(A) hereofSections 12.3.1 and 12.3.2, and (iib) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent by the assigning Lender or the Purchaser for processing such assignment (other than an unless such fee is waived by the Administrative Agent or unless such assignment by a Lender is made 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(Cassigning ▇▇▇▇▇▇’s Affiliate), 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 Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Commitment and/or Loans and L/C Obligations under the applicable assignment agreement are "Assignment Agreement constitutes “plan assets" ” as defined under ERISA and that the rights rights, benefits and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretothereto, and no the transferor Lender shall (x) if a Revolving Lender, be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure assigned to such Purchaser and (y) if a Term Lender, be released with respect to the Term Loans assigned to such Purchaser, in each case without any further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks Lenders or the Administrative Agent Agent. In the case of an assignment covering all of the assigning ▇▇▇▇▇▇’s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be required to release the Seller treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Alternate Currency Loan participations assigned to such PurchaserSection 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)12.3.3, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that, upon cancellation and surrender to the extent notes have been issued to evidence any Borrower of the transferred LoansNotes (if any) held by the transferor Lender, replacement notes are issued to such Seller and new notes Notes or, as appropriate, replacement notesNotes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term Loans or Revolving Loan CommitmentCommitments (or, if the Maturity Date has occurred, their respective Outstanding Revolving Credit Exposure), as applicable, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A) hereof12.3.1, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (other than an assignment unless such fee is waived 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(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 Eligible Assignee to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans Commitment and L/C Obligations Outstanding Credit Exposure under the applicable assignment agreement are "Assignment Agreement constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser Eligible Assignee in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks LC Issuer 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 Commitment and Letter of Outstanding Credit and Alternate Currency Loan participations Exposure assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 14.3(B)12.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks LC Issuer and the Borrowers shall Borrower shall, if the transferor Lender or the Eligible Assignee desires that its Outstanding Credit Exposure 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 PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan Commitmentrespective Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(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 (i) Following delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto E hereof (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 14.3(A) hereof12.3(a), (ii) and payment by the Purchaser of a $3,500 fee by (which the assignee Company shall not be obligated to pay or the assignor (as agreedreimburse) to the Administrative Agent for processing such assignment (other than an assignment by a Lender to an affiliate assignment, upon the date certain specified in such Notice of such Lender or an Approved Fund of such Lender), and (iii) the completion of the recording requirements in Section 14.3(C)Assignment, such assignment shall become effective on (the later of such date when the requirements in clauses (i"Effective Assignment Date"), (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 Credit Commitment, Revolving Loans and L/C Obligations interests in the Letters of Credit under the applicable assignment agreement are "plan loan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date Effective Assignment Date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no further consent or action by any Borrowerthe Company, the Lenders, the Alternate Currency Banks Lenders or the Administrative Agent shall be required to release the Seller transferor Lender with respect to the percentage of the Aggregate aggregate Revolving Loan Commitment, Loans and Letter of Credit and Alternate Currency Loan participations Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B), 12.3(b) the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks and the Borrowers Company 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 its Revolving Loan Credit Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A) hereof12.3.1, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)12.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers shall Borrower 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 Commitmentrespective Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent required by Section 14.3(A13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (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)assignment, such assignment shall become effective on the later of such date when the requirements in clauses 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 are "plan assets" constitute for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be "constitute such “plan assets" under ERISA”. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrowerthe Borrowers, the Lenders, the Alternate Currency Banks 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 and Alternate Currency Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B13.3(B), the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the 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 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. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 14.3(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 (other than an assignment by a Lender to an affiliate 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, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any Borrower, the Lenders, the Alternate Currency Banks 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 Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B), the Seller, the Administrative Agent, the -103- 110 Alternate Currency Banks and the 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, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks 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 14.3(A) hereof12.3.1, and (ii) payment of a $3,500 4,000 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment (other than an assignment which fee shall in no event be payable 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(CBorrower), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by any the Borrower, the Lenders, the Alternate Currency Banks 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 Loans, and Letter of Credit and Alternate Currency Loan participations Participation Amounts assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 14.3(B)12.3.2, the Sellertransferor Lender, the Administrative Agent, the Alternate Currency Banks Agent and the Borrowers 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 Commitmentrespective Commitments, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(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.