Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100

Effect; Effective Date. Upon (i) delivery to the Agent of a notice ---------------------- of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")hereto, together --------- with any consent consents required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment13.3.1, such assignment shall become effective on the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 DIP Financing Document executed by the Lenders and shall have all the rights and obligations of a Lender Lenders under the Loan Documents, DIP Financing Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment, Loans such Lender and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower 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 Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100The transferring Lender shall continue to be entitled to the benefits of all indemnities applicable to the period prior to the effective date of the assignment.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 further consent or action by the Company, the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Agent Administrative Agent, the Company and the Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment the Loans owing to the Purchaser and their Term Loans, the Seller as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, neither the Company nor the Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative ---------------------- Agent and the applicable Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a ---------- --------- "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A------- 13.3(A) hereof, hereof and (ii) payment of a $3,500 3,000 fee by the assignee or the ------- assignor (as agreed) to the Administrative Agent for processing such assignmentassignment other than with respect to an assignment between a Lender and an Affiliate thereof, such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or ----------- ---- ----- the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Lenders, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor LenderSeller, the Agent --------------- Administrative Agent, the applicable Alternate Currency Bank and the applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, the Borrowers shall not, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or --------------- transferee any sum in excess of the sum which the Borrowers would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the ---------------------- Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit J to Exhibit E H hereto (a "NOTICE OF ASSIGNMENTNotice of --------- --------- --------- Assignment"), together with any consent consents required by Section 13.3.(A) hereof13.3.1, ---------- -------------- and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless the assignment is to an affiliate of the Lender in which case no fee shall be charged), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the -------------- Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery of an Assignment Agreement to Borrower, the Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment Assignment Agreement shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 ERISAAgreement. On and after the effective date of such assignmentAssignment Agreement, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders Lender and shall have all the rights and obligations of a the Lender under the Loan DocumentsDocuments with 32 ___________________________________________________________________________________ respect to the percentage of the Obligations assigned to such Purchaser, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent Borrower shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations Obligations assigned to such Purchaser. Any Person that is at any time a Lender and that thereafter ceases to be a Lender pursuant to the terms of this Section 12.3.2 shall continue to be entitled to the benefit of those provisions of this Agreement that, pursuant to the terms hereof, survive the termination hereof. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)12.3.2, the transferor Lender, the Agent Lender and the Borrower shall shall, if the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I II to Exhibit E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A12.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to 100 this Section 13.3(B12.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the DIP Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowerCredit Parties, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment, Loans such Lender and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower 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 Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) recordation in the Register of an assignment following delivery to the Administrative Agent of a notice of assignment, substantially fully executed Assignment in the form attached of Exhibit A (together with the required forms and certificates regarding tax matters and other evidence, if any, with respect to United States federal income tax withholding matters as Appendix I the assignee under such Assignment may be required to Exhibit E hereto deliver pursuant to Section 5.9) and a processing fee of $3,500 (unless otherwise agreed or waived by Administrative Agent in its sole discretion, and provided that no such registration US-DOCS\135051485.13 and processing fee shall be payable (y) in connection with an assignment by or to Xxxxxxx Xxxxx or any Affiliate thereof or (z) in the case of an assignee which is already a "NOTICE OF ASSIGNMENT"Lender or is an Affiliate or Approved Fund), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date as specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 Purchasernotice, if not already a Lenderit complies with this Section 14.3. From such effective date, (i) the Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other under the Loan Documents executed by the Lenders Documents, and shall have all the rights and obligations of a Lender under thereunder and (ii) the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were that the rights and obligations here under have been assigned to the Eligible Assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 4.6. and be released from its obligations hereunder (and, in the case of an original party hereto, and no further consent or action by the Borrower, the Lenders assignment covering all or the Agent remaining portion of an assigning Xxxxxx’s rights and obligations hereunder, such Xxxxxx shall cease to be required a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents to release the transferor contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to the percentage matters arising out of the Aggregate Revolving Loan Commitment, Loans and Letter prior involvement of Credit participations assigned to such Purchaserassigning Xxxxxx as a Lender hereunder. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)an assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement Notes are issued and/or new notes, if applicable and requested. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100Administrative Agent.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit 1 to EXHIBIT I to Exhibit E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof, 12.03; and (ii) payment (by either the assignor or the assignee) of a $3,500 4,000.00 fee (or, in the case of an assignment to the assignor's Affiliate or by reason of the provisions of Section 2.19, a $2,000 fee) to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 Bank party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Banks or the Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations or interests therein assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.03(b), the transferor LenderBank, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100the principal amounts of the Loans held by them.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan 99 109 assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")H hereto, together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (ii) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment, Loans such Lender and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)13.3, the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower 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 Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to Section 13.3.1, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix EXHIBIT I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")hereto, together with any consent consents required by Section 13.3.(A) hereofSECTION 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender or an original signatory hereto, such assignment shall become effective on the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment, Loans such Lender and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)SECTION 13.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower 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 Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this 105 115 Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (other than an assignment by a Lender to an affiliate of such Lender or an Approved Fund of such Lender), and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Revolving Loan 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 further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers -108- 119 shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding 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 Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A) hereof, and (ii) ), in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Revolving Loan Commitment and Revolving 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 55 62 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 the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Revolving Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Revolving Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used Sidley Xxxxxx Xxxxx & Xxxx 101 to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially fully executed Assignment in the form attached as Appendix I to of Exhibit E hereto A and a processing fee of $3,500 (a "NOTICE OF ASSIGNMENT"unless otherwise agreed or waived by Agent in its discretion), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date as specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 Purchasernotice, if not already a Lenderit complies with this Section 13.3. From such effective date, the Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other under the Loan Documents executed by the Lenders Documents, and shall have all the rights and obligations of a Lender under thereunder and (ii) the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were that the rights and obligations here under have been assigned to the Eligible Assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 4.6) and be released from its obligations hereunder (and, in the case of an original party hereto, and no further consent or action by the Borrower, the Lenders assignment covering all or the Agent remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be required a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents to release the transferor contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to the percentage matters arising out of the Aggregate Revolving Loan Commitment, Loans and Letter prior involvement of Credit participations assigned to such Purchaserassigning Lender as a Lender hereunder. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)an assignment, the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement Notes are issued and/or new notes, if applicable and requested. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100Agent.

Effect; Effective Date. Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment 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 the Borrower, the Lenders or the Global Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit the Syndicated Canadian Loan participations and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and the U.S. Borrower shall shall, if requested by such transferor Lender or Purchaser, make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an executed Assignment and Assumption, together with any consent consents required by Section 13.3.(A) hereofSections 13.3.1 and 13.3.2, and , (iib) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent) and (c) the delivery by the Purchaser (other than a Purchaser that is a Lender) to the Administrative Agent of an Administrative Questionnaire, such assignment shall become effective on the effective date specified in such Notice of Assignmentassignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights 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 be released with respect to the Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.3 shall be required to release the transferor treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such PurchaserSection 13.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.3, the transferor Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consent consents required by Section 13.3.(ASections 13.3(A) hereofand (B), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to the assigning Lender’s Affiliate or successor by merger or consolidation), such assignment shall become effective on the effective date specified in such Notice of AssignmentAssignment Agreement. The Notice of Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the consideration used to make the purchase of the CommitmentRevolving Loan Commitment and participation interests or obligations to purchase participations in existing or future Letters of Credit and Swingline Loans (or, if the Aggregate Revolving Loan Commitment has terminated, Loans and L/C Obligations 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 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 be released with respect to the Revolving Loan Commitment and participation interests or obligations to purchase participations in existing or future Letters of Credit and Swingline Loans (or, if the Aggregate Revolving Loan Commitment has terminated, Loans and L/C Obligations) assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Agent Administrative Agent. In the case of an assignment covering all of the assigning Lender’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 applicable agreement. Any assignment or transfer by a Lender of rights, benefits or obligations under this Agreement that does not comply with this Section 13.3 shall be required to release the transferor treated for purposes of this Agreement as a sale by such Lender of a participation in such rights, benefits and obligations in accordance with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such PurchaserSection 13.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B13.3(C), the transferor Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Revolving Loans be evidenced by promissory notes, make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes notes or, as appropriate, replacement Notesnotes are issued to such transferor Lender and new notes or, as appropriate, replacement notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan Commitments (or, if the Aggregate Revolving Loan Commitment and has terminated, their Term respective Loans), as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially in the form attached as Appendix I II to Exhibit E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A12.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B12.3(B), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of ---------------------- a notice of assignment, substantially in the form attached as Appendix Exhibit I to --------- Exhibit E G hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents --------- -------------------- required by Section 13.3.(A) hereof13.3.1, and (ii) payment of a $3,500 3,000 fee to the Agent -------------- for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Facility Letters of Credit and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender (and, if applicable, a Swing Line Lender) party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender (and if applicable, a Swing Line Lender) under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and/or the Aggregate Swing Line Commitment, Loans and Letter the Facility Letters of Credit participations and Committed Loans and/or Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor -------------- Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and Commitments (and, if applicable, their Term Loansrespective Swing Line Commitments), as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, assignment substantially in the form attached as Appendix I to Exhibit E hereto (a "NOTICE OF ASSIGNMENT")EXHIBIT H hereto, together with any consent consents required by Section 13.3.(A) hereofSECTION 13.3.1, and (ii) payment of a $3,500 5,000 fee to the Agent for processing such assignmentany assignment to an Eligible Assignee that is not an Affiliate of the transferor Lender, such assignment shall become effective on the effective date specified in such Notice notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISAassignment. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Eligible Assignee shall for all purposes be a Lender party to this the Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a the Lender under the Loan Documents, Documents to the same extent as if it were an original party heretothereto, and no further consent or action by the BorrowerBorrowers, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage Commitment (or portion thereof) of the Aggregate Revolving Loan Commitment, Loans such Lender and Letter of Credit participations Obligations assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 13.3(B)SECTION 13.3, the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower 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 Commitment and their Term Loansrespective Commitments, as adjusted pursuant to such assignment. -92- 100If the transferor Lender shall have assigned all of its interests, rights and obligations under this Agreement pursuant to SECTION 13.3.1 hereof, such transferor Lender shall no longer have any obligation to indemnify Agent with respect to any transactions, events or occurrences that transpire after the effective date of such assignment, and each Eligible Assignee to which such transferor shall make an assignment shall be responsible to Agent to indemnify Agent in accordance with this Agreement with respect to transactions, events and occurrences transpiring on and after the effective date of such assignment to it.

Effect; Effective Date. Upon Subject to acceptance and recording thereof pursuant to clause (C) below, upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Borrower, the Lenders or the Global Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit the Syndicated Canadian Loan participations and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and the Borrower shall Harley shall, if requested by such transferor Lender or Purchaser, make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the ---------------------- Administrative Agent of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E G hereto (a "NOTICE OF ASSIGNMENTNotice of --------- --------- --------- Assignment"), together with any consent consents required by Section 13.3.(A) hereof13.3.1, ---------- -------------- and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless the assignment is to an affiliate of the Lender in which case no fee shall be charged), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, 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 the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Administrative Agent -------------- and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required --------- by Section 13.3.(A13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (ia) delivery to the Agent and the Borrower of a notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent consents required by Section 13.3.(A) hereof13.3.1, and (iib) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain 93 99 a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender NationsBank with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A14.3(A) hereof, and (ii) payment of a Four Thousand and 00/100 Dollar ($3,500 4,000) fee by the assignor to the Administrative Agent for processing such assignment, which fee shall not apply to any assignment from a Lender to an Affiliate of such Lender, and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B14.3(B), the transferor LenderSeller, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such 113 Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay in respect of such transferred Loan to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Agent of a ---------------------- notice of assignment, substantially in the form attached as Appendix Exhibit I to Exhibit E --------- ------- B hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required by - Section 13.3.(A) hereof13.3.1 (provided however, that no consent shall be required for an -------------- assignment from a Lender to any other Lender or to an Affiliate or Approved Fund of any Lender), and (ii) payment of a $3,500 fee to the Agent by the assigning Lender for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice ; provided, however, -------- ------- that no such fee shall be payable in the case of Assignment shall contain an assignment to another Lender, an Affiliate of a representation Lender or an Approved Fund; and provided further that, -------- ------- in the case of contemporaneous assignments by a Lender to more than one Approved Fund managed by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitmentsame investment advisor (which Approved Funds are not then Lenders hereunder), 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 only a single $3,500 fee shall be "plan assets" under ERISApayable for all such contemporaneous assignments. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders Lenders, the Swing Loan Lenders, the Issuing Lenders, the Alternate Currency Banks or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Commitment and Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)13.3.2, -------------- the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term Loans and Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon (i) delivery to the Agent of a notice of assignment, substantially fully executed Assignment in the form attached as Appendix I to of Exhibit E hereto A and a processing fee of $3,500 (a "NOTICE OF ASSIGNMENT"unless otherwise agreed or waived by Agent in its discretion), together with any consent required by Section 13.3.(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date as specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the 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 Purchasernotice, if not already a Lenderit complies with this Section 13.3. From such effective date, the Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other under the Loan Documents executed by the Lenders Documents, and shall have all the rights and obligations of a Lender under thereunder and (ii) the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were that the rights and obligations here under have been assigned to the Eligible Assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 4.6) and be released from its obligations hereunder (and, in the case of an original party hereto, and no further consent or action by the Borrower, the Lenders assignment covering all or the Agent remaining portion of an assigning Lender's rights and obligations hereunder, such Lender shall cease to be required a party hereto upon the effectiveness of such assignment); provided, anything contained in any of the Loan Documents to release the transferor contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to the percentage matters arising out of the Aggregate Revolving Loan Commitment, Loans and Letter prior involvement of Credit participations assigned to such Purchaserassigning Lender as a Lender hereunder. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)an assignment, the transferor Lender, the Agent and the Borrower Borrowers shall make appropriate arrangements so that for the surrender of any existing notes for cancellation and issuance of replacement Notes are issued and/or new notes, if applicable and requested. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100Agent.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent and the applicable Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required by Section 13.3.(A13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders Lenders, the applicable Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor LenderSeller, the Agent Administrative Agent, the applicable Alternate Currency Bank and the applicable Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued 104 to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100Notwithstanding anything to the contrary herein, the Borrowers shall not, at any time, be obligated to pay under Section 2.14(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrowers would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I Exhibit "A" to Exhibit E EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consent consents required by Section 13.3.(A) hereofSECTION 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment ; provided, however, no such fee shall contain a representation be payable in connection with the General Syndication by the Purchaser to Co-Arrangers or the effect that none of the consideration used to make the purchase of the Commitment, Loans and L/C Obligations under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISACo-Agents. On and after the effective date of such assignment, such Purchaser, if not already a Lender, Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Credit Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans Commitment and Letter of Outstanding Credit participations Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B)SECTION 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such the transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes oror replacement Notes, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitments, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (i) delivery to the Global Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E C hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consent consents required by Section 13.3.(A13.3(A) hereof, and (ii) payment of a $3,500 fee to the Global Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment, Commitment and Loans and L/C Obligations under the applicable assignment agreement are "“plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Borrower, the Lenders or the Global Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit the Syndicated Canadian Loan participations and Swing Line Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Global Administrative Agent and the Borrower shall Harley shall, if requested by such transferor Lender or Purchaser, make appropriate arrangements so that replacement Notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term Loans, as adjusted pursuant to such assignment. -92- 100.

Effect; Effective Date. Upon Upon (i) delivery to the Administrative Agent ------------------------ of a notice of assignment, substantially in the form attached as Appendix I to ---------- Exhibit E D hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consent required ---------- by Section 13.3.(A13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or ---------------- the assignor (as agreed) to the Administrative Agent for processing such assignmentassignment (provided no such fee shall be required in connection with an assignment to an Affiliate or successor entity of an assignor Lender), such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Loan Commitment, Loans and L/C Obligations under the applicable assignment agreement are Assignment Agreement constitute for any purpose of ERISA or Section 4975 of the Code assets of any "plan assetsplan" as defined under in Section 3(3) of ERISA or Section 4975 of the Code and that the rights and interests of the Purchaser in and under the Loan Documents will not be constitute such "plan assets" under ERISA". On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3(B), the transferor Lender, the Administrative Agent and the ---------------- Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender, the Notes being replaced are canceled and the originals thereof delivered to the Borrower Lender and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitment and their Term LoansCommitment, as adjusted pursuant to such assignment. -92- 100.