Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 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; provided, however, no such fee shall be payable in connection with the General Syndication by the Co-Arrangers or the Co-Agents. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender under the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the transferor Lender and new or replacement Notes, as appropriate, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Eligible Assignee to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Eligible Assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Issuer or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent Agent, the LC Issuer and the Borrower shall shall, if the transferor Lender or the Eligible Assignee desires that its Outstanding Credit Exposure be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consents required by SECTION 12.3.1Section 13.3.1, and (ii) payment of a $3,500 4,000 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 such assigning Lender's Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The Assignment Agreement shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall Borrowers 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentsrespective Commitments (or, if the Commitment Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" 1 to EXHIBIT "E" Exhibit H hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1, Section 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 Administrative 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; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender Bank under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment Commitments and Outstanding Credit Exposure Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.03(b), the transferor LenderBank, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender Bank and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.1Section 12.3(a), 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 in its sole discretion), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.3(a), 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.. 60

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "AI" to EXHIBIT Exhibit "EG" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 15.3.1, and (ii) payment of a $3,500 3,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Credit Loan Document executed by the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerCompany, the Lenders, the LC Issuers, the Swing Loan Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 15.3.2, the transferor LenderBank, the Administrative Agent and the Borrower Company shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender Bank and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee paid by the assigning Lender or purchaser to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and the Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and the Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and the Loans under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure the Advances assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall shall, if the Purchaser desires that its Loans be evidenced by a Note, make appropriate arrangements so that replacement Notes are issued to the transferor Lender and new or replacement Notes, as appropriate, are a Note is issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" 1 to EXHIBIT "E" G hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1, Section 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 Administrative 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; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender Bank under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment Commitments and Outstanding Credit Exposure Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.03(b), the transferor LenderBank, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender Bank and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the 62 63 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 shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (iib) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or assignee to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser assignee shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaserassignee. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the assignee desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaserassignee, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, 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), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.. Signature Page to Duquesne Light Company Credit Agreement

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Eligible Assignee to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Eligible Assignee in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Issuer or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent Agent, the LC Issuer and the Borrower shall shall, if the transferor Lender or the Eligible Assignee desires that its Outstanding Credit Exposure be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" E hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consents consent required by SECTION 12.3.1Section 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 5,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 Commitment, Loans and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consents required by SECTION Section 12.3.1, and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The Assignment Agreement shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan SIDLEY XXXXXX XXXXX & XXXX LLP Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentsrespective Commitments (or, if the Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION 12.3.1Section 11.3(a), 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 in its sole discretion), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 11.3(a), 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Revolving Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Revolving Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee paid by the assigning Lender or purchaser to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a the $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Revolving Commitment, Loans, participation in Facility Letters of Credit and Swing Line Loans under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders, the 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 Commitment, Loans, participation in Facility Letters of Credit and Outstanding Credit Exposure Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment. In addition, within a reasonable time after the effective date of any assignment, the Agent shall, and is hereby authorized and directed to, revise Schedule 1 reflecting the revised Percentages of each of the Lenders and shall distribute such revised Schedule 1 to each of the Lenders and Astec and such revised Schedule 1 shall replace the old Schedule 1 and become part of this Agreement.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" 1 to EXHIBIT "E" Exhibit G hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consents required by SECTION 12.3.1, Section 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 Administrative assignor’s Affiliate or by reason of the provisions of Section 2.19 or Section 2.20, 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; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Revolving Credit Lender (in the case of an assignment with respect to the Revolving Credit Facility) or Term Loan Lender (in the case of an assignment with respect to the Term Loan Facility) party to this Agreement and any other Credit Document executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 applicable Commitments and Outstanding Credit Exposure Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.03(b), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Credit Commitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan CommitmentsFacility), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" F hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 12.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Borrower, the Lenders, the 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 Commitment, Loans and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (iib) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or assignee to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the assignee in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser assignee shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaserassignee. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and any Borrower shall, if the Borrower shall transferor Lender or the assignee desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaserassignee, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an executed Assignment and Assumption, together with any consents required by SECTION 12.3.1Sections 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 Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit 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, the LC Issuers, the Swing Loan Lenders or the Administrative Agent 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 and Outstanding Credit Exposure assigned to such PurchaserSection 13.2. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 14.3(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; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Alternate Currency Banks or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment Commitment, Loans and Outstanding Credit Exposure Letter of Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(B), the transferor LenderSeller, the Administrative Agent Agent, the -103- 110 Alternate Currency Banks 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 the transferor Lender such Seller and new or replacement Notesnotes or, as appropriate, replacement notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "AI" to EXHIBIT Exhibit "EF" hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consents required by SECTION 12.3.1Section 13.3.1, 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), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The Assignment Agreement shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall Borrowers 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentsrespective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" I to EXHIBIT "E" Exhibit F hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (except for transfer to an Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, 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), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee shall be payable in connection with the General Syndication by the Co-Arrangers or the Co-Agentsassignment. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and 51 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2.2.

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 "A" to EXHIBIT "E" C hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 12.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit 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, 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 Commitment, Loans and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.3(B), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" I to EXHIBIT "E" hereto Exhibit C (a "NOTICE OF ASSIGNMENT"“Notice of Assignment“), together with any consents required by SECTION 12.3.1Section 15.3.1, 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; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 15.3.2, the transferor Lender, the Administrative Agent and the Borrower shall shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Bank of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the assignor (as agreed) to the Administrative Agent for processing such assignment, and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders 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 Commitment, Loans and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3(B), the transferor LenderSeller, the Administrative Agent Agent, the Alternate Currency Bank 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 the transferor Lender such Seller and new or replacement Notesnotes or, as appropriate, replacement notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, the Borrower shall not, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which the Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, assignment in substantially in the form attached as of Exhibit "A" to EXHIBIT "E" G hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 9.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent by the assignor or the assignee for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 9.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consents required by SECTION 12.3.1Sections 12.3.1 and 12.3.2, and (iib) payment of a $3,500 fee to the Administrative Agent by the assigning Lender or the Purchaser for processing such assignmentassignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The Assignment Agreement shall be payable in connection with the General Syndication contain a representation and warranty by the Co-Arrangers Purchaser to the effect that none of the funds, money, assets or other consideration used to make the Co-Agentspurchase and assumption of the Revolving Loan Commitment and Outstanding Revolving Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party heretothereto, and no the transferor Lender shall (x) if a Revolving Lender, be released with respect to the Revolving Loan Commitment and Outstanding Revolving Credit Exposure assigned to such Purchaser and (y) if a Term Lender, be 104 released with respect to the Term Loans assigned to such Purchaser, in each case without any further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders or the Administrative Agent 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 Loan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be required to release the 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 and Outstanding Credit Exposure assigned to such PurchaserSection 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.3.3, 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 that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender Lender, if applicable, and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Term Loans or Revolving Loan CommitmentsCommitments (or, if the Maturity Date has occurred, their respective Outstanding Revolving Credit Exposure), as applicable, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" E hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 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 Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders, the 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 Commitment, Aggregate Debt Purchase Facility Commitment, Loans and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment and Debt Purchase Facility Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A1" to EXHIBIT "E" Exhibit I hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 15.3.1, and (ii) payment by the Bank of a $3,500 5,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Credit Loan Document executed by the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 15.3.2, the transferor LenderBank, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender Bank and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (iib) payment of a non-refundable assignment fee of $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee shall be payable in connection with the General Syndication by the Co-Arrangers or the Co-Agentsassignment. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders or the Administrative Agent shall be required to release the transferor Lender shall be discharged and released with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure assigned to such Purchaser, without any further consent or action by Xxxxxxxx, Parent Guarantor, the Lenders or the Administrative Agent. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent Agent, Borrower and the Borrower Parent Guarantor shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan CommitmentsCommitment and Outstanding Credit Exposure, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent and the Alternate Currency Banks of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" D hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 14.3(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; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Alternate Currency Banks or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the Aggregate Revolving Loan Commitment Commitment, Loans and Outstanding Credit Exposure Letter of Credit, Swing Line Loans and Alternate Currency Loan participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3(B), the transferor LenderSeller, the Administrative Agent Agent, the Alternate Currency Banks 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 the transferor Lender such Seller and new or replacement Notesnotes or, as appropriate, replacement notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" E hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents consent required by SECTION 12.3.1Section 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 Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 Commitment, Loans and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (duly completed Assignment and Acceptance executed by a "NOTICE OF ASSIGNMENT")transferor Lender and a Purchaser, together with any consents required by SECTION Section 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 date, specified in Schedule 1 to such Notice of Assignment; provided, however, no such fee shall be payable in connection with the General Syndication by the Co-Arrangers or the Co-AgentsAssignment and Acceptance. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to under this Agreement and any other Credit Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 Commitments and Outstanding Credit Exposure Loans assigned to such PurchaserPurchaser and such Lender shall be immediately so released. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.3.3, the transferor Lender, the 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 the such transferor Lender and and, if so requested by such Purchaser, new or replacement Notesnotes or, as appropriate, replacement notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consents required by SECTION Section 12.3.1, and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The Assignment Agreement shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable Assignment Agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an SIDLEY AUSTIN BROWN & WOOD 60 extexx xx xx xx werx xx 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentsrespective Commitments (or, if the Commitment Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" C hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 12.3(A) hereof, and (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the same investment manager, payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit 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, 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 12.3(B), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" E hereto (a "NOTICE OF ASSIGNMENT"“Notice of Assignment”), together with any consents consent required by SECTION 12.3.1Section 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 Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 Commitment, Loans and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an ---------------------- assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall Borrowers 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" and substance reasonably satisfactory to EXHIBIT "E" hereto Administrative Agent (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1, and (ii) payment of a $3,500 fee by the assigning Lender to the Administrative Agent for processing such assignmentassignment (except for transfer to an Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 14.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" E hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 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 Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders, the 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 and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" I to EXHIBIT "E" Exhibit H annexed hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 11.3.1, and (ii) payment of a $3,500 2,500 fee to the Administrative Agent for processing such assignmentassignment (provided that such fee shall not be required if such assignment is to an existing Lender or an Affiliate thereof), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the fights 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 shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerCompany, the Lenders, the 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 Commitments and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 11.3.2, the transferor Lender, the Administrative Agent and the Borrower Company shall make appropriate arrangements so that replacement Notes Notes, if applicable, are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (ia) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" and subject to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 10.3.1, and (iib) payment of a $3,500 fee paid by the assigning Lender or the Purchaser to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), together with payment of reasonable legal fees and expenses incurred by Administrative Agent in connection with such assignment if, and in the amount, requested by Administrative Agent, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make its purchase of such interests in the Revolving Credit Facility and/or either of the Term Loan Facilities, as the case may be, under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders, the LC Issuers, the Swing Loan Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage portion of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure Facilities assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 10.3.2, the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender (if applicable) and new or replacement Notes, as appropriate, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving respective Commitment Amounts or Term Loan CommitmentsA Percentage or Term Loan B Percentage (as applicable) in Term Loan A or Term Loan B (as applicable), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 4,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Administrative Agent or the Administrative Syndication Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consents required by SECTION 12.3.1Section 13.3.1, and (ii) payment of a $3,500 4,000 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 such assigning Lender's Affiliate), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The Assignment Agreement shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the any Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3.2, the transferor Lender, the Administrative Agent and the Borrower shall Borrowers 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentsrespective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, 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), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerCompany, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall Borrowers 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignmentan assignment and assumption agreement, substantially in the form attached as Exhibit "A" to EXHIBIT "E" G hereto (a an "NOTICE OF ASSIGNMENTAssignment Agreement"), together with any consents required by SECTION 12.3.1Section 15.3.1, and (ii) payment by the Bank of a $3,500 5,000 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee Assignment Agreement . The Assignment Agreement shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Credit Loan Document executed by the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 15.3.2, the transferor LenderBank, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender Bank and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and the Aggregate Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice ---------------------- of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" G ---------- --------- hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section ------- 13.3(A) hereof, and (ii) payment of a $3,500 2,500 fee by the assignee or assignor (as ------- agreed) to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders, the 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 Commitment, Loans and Outstanding Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall --------------- make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the ---------------------- Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, 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), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor -------------- Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consents required by SECTION Section 12.3.1, and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The Assignment Agreement shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentsrespective Commitments (or, if the Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.. SIDLEY AXXXXX XXXXX & WXXX LLP

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT")an Assignment Agreement, together with any consents required by SECTION Section 12.3.1, and (ii) payment by the assigning Lender of a $3,500 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The Assignment Agreement shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes "plan assets" as defined under ERISA and that the rights and SIDLEY XXXXXX XXXXX & XXXX LLP 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 shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the 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 the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments and Term Loans, as applicable (or, if the Revolving Loan CommitmentsFacility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) Following delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as to Exhibit "A" to EXHIBIT "E" hereto E hereof (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 12.3(a), and (ii) payment by the Purchaser of a $3,500 2,500.00 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, such assignment shall become effective on upon the effective date certain specified in such Notice of Assignment; provided, however, no such fee assignment shall be payable in connection with become effective (the General Syndication "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date Effective Assignment Date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no further consent or action by the BorrowerCompany, 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 aggregate Revolving Loan Commitment and Outstanding Credit Exposure Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2, Section 12.3(b) the transferor Lender, the Administrative Agent Agent, and the Borrower Company shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their its Revolving Loan CommitmentsCredit Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit "A" to EXHIBIT "E" E hereto (a "NOTICE OF ASSIGNMENT"), together with any consents consent required by SECTION 12.3.1Section 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 Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee . The Notice of Assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the 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 Purchaser, if not already a Lender, shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the BorrowerBorrowers, the Lenders, the 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 and Outstanding Revolving Loans and Letter of Credit Exposure participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 13.3(B), the transferor Lender, the Administrative Agent and the Borrower Borrowers shall make appropriate arrangements so that replacement Revolving Notes are issued to the such transferor Lender and new or replacement NotesRevolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCommitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" L hereto (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION Section 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; provided, however, no such fee provided that the effective date shall be payable in connection with at least five Business Days after delivery to the General Syndication Administrative Agent of such notice of assignment unless otherwise agreed to by the Co-Arrangers or Administrative Agent. The Notice of Assignment shall contain a representation by the Co-AgentsPurchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the 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 Credit Commitment and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes Notes, if any, are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan CommitmentsCredit 100 101 Commitment, and in exchange for the existing Notes which are being replaced, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) Following delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as to Exhibit "A" to EXHIBIT "E" hereto E hereof (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 12.3(a), and (ii) payment by the Purchaser of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, such assignment shall become effective on upon the effective date certain specified in such Notice of Assignment; provided, however, no such fee assignment shall be payable in connection with become effective (the General Syndication "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date Effective Assignment Date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no further consent or action by the BorrowerCompany, 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 aggregate Revolving Loan Commitment and Outstanding Credit Exposure Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2, Section 12.3(b) the transferor Lender, the Administrative Agent Agent, and the Borrower Company shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their its Revolving Loan CommitmentsCredit Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached as Exhibit "A" to EXHIBIT "E" hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SECTION Section 12.3.1, and (ii) payment of a $3,500 5,000 fee to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such Notice of Assignment; provided, however, no such fee assignment. The assignment shall be payable in connection with the General Syndication contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Loans under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Credit Loan Document executed by or on behalf of the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Credit Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders, the LC Issuers, the Swing Loan Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the Aggregate Revolving Loan Commitment and Outstanding Credit Exposure Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2Section 8.13.2, the transferor LenderBank, the Administrative Agent and the Borrower shall shall, if the transferor Bank 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 the such transferor Lender Bank and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Revolving Loan Commitmentsrespective and outstanding Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Upon (i) Following delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as to Exhibit "A" to EXHIBIT "E" hereto E hereof (a "NOTICE OF ASSIGNMENTNotice of Assignment"), together with any consents required by SECTION 12.3.1Section 12.3(a), and (ii) payment by the Purchaser of a $3,500 5,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, such assignment shall become effective on upon the effective date certain specified in such Notice of Assignment; provided, however, no such fee assignment shall be payable in connection with become effective (the General Syndication "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Co-Arrangers or Purchaser to the Co-Agentseffect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date Effective Assignment Date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Credit Document Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Credit Loan Documents, to the same extent as if it were an original party heretohereto and thereto, and no further consent or action by the BorrowerCompany, 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 aggregate Revolving Loan Commitment and Outstanding Credit Exposure Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 12.3.2, Section 12.3(b) the transferor Lender, the Administrative Agent Agent, and the Borrower Company shall make appropriate arrangements so that replacement Notes are issued to the such transferor Lender and new or replacement NotesNotes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their its Revolving Loan CommitmentsCredit Commitment, as adjusted pursuant to such assignment.