Common use of Effect; Effective Date Clause in Contracts

Effect; Effective Date. Following delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a), and 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, upon the date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving 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 Assignment Date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, and no further consent or action by the Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) the transferor Lender, the Administrative Agent, and the Company shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by of the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests Loans, participation in the Facility Letters of Credit and Swing Line Loans under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment, Loans, participation in Facility Letters of Credit Commitments and Swing Line Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Commitment, 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. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof C hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a)12.3(A) hereof, and payment (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the Purchaser same investment manager, payment of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto hereto, and thereto, no consent or action by any of the Borrower or the Lenders and no further consent or action by the Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit 1 to Exhibit E hereof G hereto (a "“Notice of Assignment"”), together with any consents required by Section 12.3(a), 12.03; and (ii) payment (by either the Purchaser assignor or the assignee) of a $3,500 4,000.00 fee (which or, in the Company shall not be obligated case of an assignment to pay the assignor’s Affiliate or reimburseby reason of the provisions of Section 2.19 or Section 2.20, a $2,000 fee) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan “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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Revolving Credit Lender or Term Loan Lender (as applicable) under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit applicable Commitments and Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.03(b), the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit CommitmentCommitments (in the case of the Revolving Credit Facility) or Term Loans (in the case of the Term Loan Facility), as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (a) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached and subject to Exhibit E hereof (a "Notice of Assignment"), together with any consents consent required by Section 12.3(a)10.3.1, and (b) payment by the Purchaser of a $3,500 fee (which paid by the Company shall not be obligated assigning Lender or the Purchaser to pay or reimburse) to the Administrative Agent for processing such assignmentassignment (unless such fee is waived by the Administrative Agent), upon together with payment of reasonable legal fees and expenses incurred by Administrative Agent in connection with such assignment if, and in the date certain specified in such Notice of Assignmentamount, requested by Administrative Agent, such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the its purchase of such interests in the Revolving Credit CommitmentFacility and/or either of the Term Loan Facilities, Revolving Loans and interests in as the Letters of Credit case may be, under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage portion of the aggregate Revolving Credit Commitments Facilities assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 10.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender (if applicable) and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitment Amounts or Term Loan A 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. Following Upon (i) delivery to the ---------------------- Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor -------------- Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "1" to Exhibit E hereof I hereto (a "Notice of Assignment"), together with any consents required by Section 12.3(a)15.3.1, and (ii) payment by the Purchaser Bank 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents Document executed by the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 15.3.2, the transferor LenderBank, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an ---------------------- assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company 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 such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a11.3(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, upon assignment (unless such fee is waived by the date certain specified Administrative Agent in such Notice of Assignmentits sole discretion), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 11.3(a), the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a13.3.(A) hereof, and (ii), and in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Loan Commitment and Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrowers, the 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 Revolving Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrowers shall make appropriate arrangements so that replacement Revolving Notes are issued to such transferor Lender and new Revolving Notes or, as appropriate, replacement Revolving Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (a) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an Assignment Agreement, together with any consents required by Section 12.3(a)Sections 12.3.1 and 12.3.2, and (b) payment by the Purchaser of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent by the assigning Lender or the Purchaser for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in Administrative Agent or unless such Notice of Assignmentassignment is made to such assigning Lender’s Affiliate), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment and Outstanding Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan Assignment Agreement constitutes “plan assets" ” as defined under ERISA and that the rights rights, benefits and interests of the Purchaser in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the Effective Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, 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 CompanyBorrower, the 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 Credit Commitments assigned to such PurchaserSection 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.3, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower 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 such transferor Lender Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their respective Term Loans or Revolving Loan Commitments (or, if the Maturity Date has occurred, their respective Outstanding Revolving Credit CommitmentExposure), as applicable, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit I to Exhibit E hereof C (a "“Notice of Assignment"“), together with any consents required by Section 12.3(a)15.3.1, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan “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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 15.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a13.3.(A) hereof, and (ii), and in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrowers, the 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 Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Aggregate Commitment and Revolving Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser Eligible Assignee to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan Assignment Agreement constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser Eligible Assignee in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the Effective Assignment Date effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Lenders, the LC Issuer or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, the LC Issuer and the Company shall Borrower shall, if the transferor Lender or the Eligible Assignee desires that its Outstanding Credit Exposure be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company 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 such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (duly completed Assignment and Acceptance executed by a "Notice of Assignment")transferor Lender and a Purchaser, together with any consents required by Section 12.3(a)12.3.1, 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, upon the date certain specified in such Notice of Assignment, such assignment shall become effective (on the "Effective effective date, specified in Schedule 1 to such Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving 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 ERISAAcceptance. On and after the Effective Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to under this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments and 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(b) 12.3.3, the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender and and, if so requested by such Purchaser, new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting its their respective Revolving Credit CommitmentCommitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof F hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a)12.3(A) hereof, and payment (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the Purchaser same investment manager, payment of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto hereto, and thereto, no consent or action by any of the Borrowers or the Lenders and no further consent or action by the Company, the 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, Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit CommitmentLoan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an Assignment Agreement, together with any consents required by Section 12.3(a)13.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in Administrative Agent or unless such Notice of Assignmentassignment is made to such assigning Lender's Affiliate), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are Assignment Agreement constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Companyany Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3.2, the transferor Lender, the Administrative Agent, Agent and the Company 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 such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving their respective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit CommitmentExposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 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, upon assignment (unless such fee is waived by the date certain specified Administrative Agent in such Notice of Assignmentits sole discretion), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3(a), the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.. 60

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice ---------------------- of assignment, substantially in the form attached as Appendix I to Exhibit E hereof G ---------- --------- hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a)------- 13.3(A) hereof, and (ii) payment by the Purchaser of a $3,500 2,500 fee by the assignee or assignor (which the Company shall not be obligated to pay or reimburseas ------- agreed) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrowers, the 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, Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrowers shall --------------- make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit CommitmentLoan Commitment and their Term Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignmentan assignment and assumption agreement, substantially in the form attached to as Exhibit E hereof G hereto (a an "Notice of AssignmentAssignment Agreement"), together with any consents required by Section 12.3(a)15.3.1, and (ii) payment by the Purchaser Bank 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, upon the date certain specified in such Notice of Assignment, such assignment shall become effective (on the "Effective effective date specified in such Assignment Date")Agreement . The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents Document executed by the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 15.3.2, the transferor LenderBank, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit 1 to Exhibit E hereof H hereto (a "Notice of Assignment"), together with any consents required by Section 12.3(a), 12.03; and (ii) payment (by either the Purchaser assignor or the assignee) of a $3,500 4,000.00 fee (which or, in the Company shall not be obligated case of an assignment to pay the assignor's Affiliate or reimburseby reason of the provisions of Section 2.19, a $2,000 fee) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the aggregate Revolving Credit Aggregate Commitments and Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.03(b), the transferor LenderBank, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and the Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and the Advances assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the Purchaser desires that its Loans be evidenced by a Note, make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are a Note is issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "I" to Exhibit E hereof "G" hereto (a "Notice of Assignment"), together with any consents required by Section 12.3(a)15.3.1, and (ii) payment by the Purchaser of a $3,500 3,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents Document executed by the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Company, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 15.3.2, the transferor LenderBank, the Administrative Agent, Agent and the Company shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit I to Exhibit E hereof F hereto (a "Notice of Assignment"), together with any consents required by Section 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 assignmentassignment (except for transfer to an Affiliate), upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 14.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an Assignment Agreement, together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser assigning Lender of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are Assignment Agreement constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an SIDLEY AUSTIN BROWN & WOOD 60 extexx xx xx xx werx xx original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving their respective Commitments (or, if the Commitment Termination Date has occurred, their respective Outstanding Credit CommitmentExposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "A" to Exhibit E hereof EXHIBIT "E" hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents required by Section 12.3(a)SECTION 12.3.1, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment; provided, however, no such assignment fee shall become effective (be payable in connection with the "Effective Assignment Date"). The Notice of Assignment shall contain a representation General Syndication by the Purchaser to Co-Arrangers or the effect 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 ERISACo-Agents. On and after the Effective Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Credit Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Credit Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, 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 Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) SECTION 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such the transferor Lender and new Notes oror replacement Notes, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit CommitmentLoan Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an Assignment Agreement, together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser assigning Lender of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are Assignment Agreement constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their respective Commitments and Term Loans, as applicable (or, if the Revolving Facility Termination Date has occurred, their respective Outstanding Credit CommitmentExposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an Assignment Agreement, together with any consents required by Section 12.3(a)13.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are Assignment Agreement constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Companyany Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3.2, the transferor Lender, the Administrative Agent, Agent and the Company 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 such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving their respective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit CommitmentExposure, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof C hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a)12.3(A) hereof, and payment (ii) except in the case of an assignment from a Lender to an Affiliate thereof or to a fund managed by the Purchaser same investment manager, payment of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Loan Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto hereto, and thereto, no consent or action by any of the Borrower or the Lenders and no further consent or action by the Company, the 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, Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser Eligible Assignee to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are constitutes "loan plan assets" as defined under ERISA and that the rights and interests of the Purchaser Eligible Assignee in and under the Loan Documents will not be "plan assets" under ERISA. On and after the Effective Assignment Date effective date of such assignment, such Purchaser Eligible Assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Lenders, the LC Issuer or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such PurchaserEligible Assignee. Upon the consummation of any assignment to a Purchaser an Eligible Assignee pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, the LC Issuer and the Company shall Borrower shall, if the transferor Lender or the Eligible Assignee desires that its Outstanding Credit Exposure be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such PurchaserEligible Assignee, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an Assignment Agreement, together with any consents required by Section 12.3(a)13.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in Administrative Agent or unless such Notice of Assignmentassignment is made to such assigning Lender's Affiliate), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are Assignment Agreement constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Companyany Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3.2, the transferor Lender, the Administrative Agent, Agent and the Company 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 such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving their respective Commitments (or, if the Commitment Termination Date has occurred, their respective Outstanding Credit CommitmentExposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests effective date specified 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 ERISAsuch assignment. On and after the Effective Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Aggregate Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative AgentAgent and 51 the Borrower shall, and if the Company shall transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir 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. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit "I" to Exhibit E hereof "F" hereto (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following 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 E hereof D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a)13.3(A) hereof, and (ii) payment by the Purchaser of a $3,500 fee by the assignee or the assignor (which the Company shall not be obligated to pay or reimburseas agreed) to the Administrative Agent for processing such assignment, upon and (iii) the completion of the recording requirements in Section 13.3(C), such assignment shall become effective on the later of such date certain when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Loan Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Lenders, the Alternate Currency Bank or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the aggregate Aggregate Revolving Loan Commitment, Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) the transferor Lender13.3(B), the Administrative Seller, the Agent, the Alternate Currency Bank and the Company Borrower shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, 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. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached and substance reasonably satisfactory to Exhibit E hereof Administrative Agent (a "Notice of Assignment"), together with any consents required by Section 12.3(a), and (ii) payment by the Purchaser of a $3,500 fee (which by the Company shall not be obligated to pay or reimburse) assigning Lender to the Administrative Agent for processing such assignmentassignment (except for transfer to an Affiliate), upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 14.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (a) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (b) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser assignee to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser assignee in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the Effective Assignment Date effective date of such assignment, such Purchaser assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaserassignee. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative AgentAgent and any Borrower shall, and if the Company 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 such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaserassignee, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and the Aggregate Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit I to Exhibit E hereof H annexed hereto (a "Notice of Assignment"), together with any consents required by Section 12.3(a)11.3.1, and (ii) payment by the Purchaser of a $3,500 2,500 fee (which the Company shall not be obligated to pay or reimburse) 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), upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan plan assets" as defined under ERISA and that the rights fights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the Effective Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Aggregate Commitments and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 11.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall make appropriate arrangements so that replacement Notes Notes, if applicable, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following 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 E hereof D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a)14.3(A) hereof, and (ii) payment by the Purchaser of a $3,500 fee by the assignee or the assignor (which the Company shall not be obligated to pay or reimburseas 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), upon and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date certain when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Loan Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Companyany Borrower, the Lenders Lenders, the Alternate Currency Banks or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the aggregate Aggregate Revolving Credit Commitments Loan Commitment, Loans and 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(b) 14.3(B), the transferor LenderSeller, the Administrative Agent, the Alternate Currency Banks and the Company Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof hereto (a "“Notice of Assignment"”), together with any consents consent required by Section 12.3(a13.3.(A) hereof, and (ii), and in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan “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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the 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, Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof hereto (a "Notice of Assignment"), together with any consents consent required by Section 12.3(a13.3.(A) hereof, and (ii), and in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the 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, Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, Notes are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.. Signature Page to Duquesne Light Company Credit Agreement

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which paid by the Company shall not be obligated to pay assigning Lender or reimburse) purchaser to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and the Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and the Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof hereto (a "“Notice of Assignment"”), together with any consents consent required by Section 12.3(a13.3.(A) hereof, and (ii), and in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan “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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the 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, Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (a) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (b) payment by the Purchaser of a non-refundable assignment fee of $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests effective date specified 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 ERISAsuch assignment. On and after the Effective Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Company, the 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 Commitments 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 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Borrower and the Company Parent Guarantor shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their respective Revolving Loan Commitment and Outstanding Credit CommitmentExposure, as adjusted pursuant to such assignment.

Effect; Effective Date. Following delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a), and 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, upon the date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving 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 Assignment Date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, and no further consent or action by the Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) the transferor Lender, the Administrative Agent, and the Company shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an Assignment Agreement, together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser assigning Lender of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving their respective Commitments (or, if the Termination Date has occurred, their respective Outstanding Credit CommitmentExposure), as adjusted pursuant to such assignment.. SIDLEY AXXXXX XXXXX & WXXX LLP

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, assignment in substantially in the form attached to of Exhibit E hereof G hereto (a "Notice of Assignment"), together with any consents required by Section 12.3(a)9.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent by the assignor or the assignee for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 9.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (a) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an executed Assignment and Assumption, together with any consents required by Section 12.3(a)Sections 13.3.1 and 13.3.2, and , (b) 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, upon assignment (unless such fee is waived by the date certain specified in such Notice Administrative Agent) and (c) the delivery by the Purchaser (other than a Purchaser that is a Lender) to the Administrative Agent of Assignmentan Administrative Questionnaire, such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, 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 CompanyBorrower, the 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 Credit Commitments assigned to such PurchaserSection 13.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3.3, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (a) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (b) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser assignee to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan constitutes “plan assets" ” as defined under ERISA and that the rights and interests of the Purchaser assignee in and under the Loan Documents will not be "“plan assets" ” under ERISA. On and after the Effective Assignment Date effective date of such assignment, such Purchaser assignee shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaserassignee. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower 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 such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaserassignee, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following 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 E hereof D hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a)14.3(A) hereof, and (ii) payment by the Purchaser of a $3,500 fee by the assignee or the assignor (which the Company shall not be obligated to pay or reimburseas 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), upon and (iii) the completion of the recording requirements in Section 14.3(C), such assignment shall become effective on the later of such date certain when the requirements in clauses (i), (ii), and (iii) are met or the effective date specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Loan Commitment, Revolving Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the Companyany Borrower, the Lenders Lenders, the Alternate Currency Banks or the Administrative Agent shall be required to release the transferor Lender Seller with respect to the percentage of the aggregate Aggregate Revolving Credit Commitments Loan Commitment, Loans and 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(b) 14.3(B), the transferor LenderSeller, the Administrative Agent, the -103- 110 Alternate Currency Banks and the Company Borrowers shall make appropriate arrangements so that that, to the extent notes have been issued to evidence any of the transferred Loans, replacement Notes notes are issued to such transferor Lender Seller and new Notes notes or, as appropriate, replacement Notesnotes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment, as adjusted pursuant to such assignment. Notwithstanding anything to the contrary herein, no Borrower shall, at any time, be obligated to pay under Section 2.15(E) to any Lender that is a Purchaser, assignee or transferee any sum in excess of the sum which such Borrower would have been obligated to pay to the Lender that was the Seller, assignor or transferor had such assignment or transfer not been effected.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which paid by the Company shall not be obligated to pay assigning Lender or reimburse) purchaser to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a), and 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, upon the date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving 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 Assignment Date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and thereto, and no further consent or action by the Company, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) the transferor Lender, the Administrative Agent, and the Company shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit 1 to Exhibit E hereof EXHIBIT G hereto (a "Notice of Assignment"), together with any consents required by Section 12.3(a), 12.03; and (ii) payment (by either the Purchaser assignor or the assignee) of a $3,500 4,000.00 fee (which or, in the Company shall not be obligated case of an assignment to pay the assignor's Affiliate or reimburseby reason of the provisions of Section 2.19, a $2,000 fee) to the Administrative Agent for processing such assignment, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the aggregate Revolving Credit Aggregate Commitments and Loans (and, if applicable, Swing Line Commitments and Swing Line Loans) assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.03(b), the transferor LenderBank, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit their Commitment, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Lenders, the Administrative Agent or the Administrative Syndication Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser of a $3,500 4,000 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Commitment and Outstanding Credit Commitment, Revolving Loans and interests in the Letters of Credit Exposure under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Revolving Aggregate Commitment and Outstanding Credit Commitments Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, Notes are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective Commitments, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment")an Assignment Agreement, together with any consents required by Section 12.3(a)12.3.1, and (ii) payment by the Purchaser assigning Lender of a $3,500 fee (which the Company shall not be obligated to pay or reimburse) to the Administrative Agent for processing such assignment, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAdministrative Agent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the 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 Credit Commitments Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company shall Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving their respective Commitments (or, if the Termination Date has occurred, their respective Outstanding Credit CommitmentExposure), as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached to as Exhibit E hereof L hereto (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, provided that the effective date shall be at least five Business Days after delivery to the Administrative Agent of such notice of assignment shall become effective (unless otherwise agreed to by the "Effective Assignment Date")Administrative Agent. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit under the applicable assignment agreement are "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Documents Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Aggregate Revolving Credit Commitments Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 12.3.2, the transferor Lender, the Administrative Agent, Agent and the Company Borrower shall make appropriate arrangements so that replacement Notes Notes, if any, are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit 100 101 Commitment, and in exchange for the existing Notes which are being replaced, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of an assignment, substantially in the form attached to Exhibit E hereof (a "Notice of Assignment"), together with any consents required by Section 12.3(a)12.3.1, 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, upon assignment (unless such fee is waived by the date certain specified in such Notice of AssignmentAgent), such assignment shall become effective (on the "Effective Assignment Date")effective date specified in such assignment. The Notice of Assignment assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Loans and interests in the Letters of Credit under the applicable assignment agreement are constitutes "loan 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 Assignment Date effective date of such assignment, such Purchaser shall for all purposes be a Lender Bank party to this Agreement and any other Loan Documents Document executed by or on behalf of the Lenders Banks and shall have all the rights and obligations of a Lender Bank under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrower, the Lenders Banks or the Administrative Agent shall be required to release the transferor Lender Bank with respect to the percentage of the aggregate Revolving Credit Commitments Aggregate Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 8.13.2, the transferor LenderBank, the Administrative Agent, Agent and the Company shall Borrower 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 such transferor Lender Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Revolving Credit Commitmenttheir respective and outstanding Loans, as adjusted pursuant to such assignment.

Effect; Effective Date. Following Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Appendix I to Exhibit E hereof hereto (a "Notice of AssignmentNOTICE OF ASSIGNMENT"), together with any consents consent required by Section 12.3(a13.3.(A) hereof, and (ii), and in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, 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, upon such assignment shall become effective on the effective date certain specified in such Notice of Assignment, such assignment shall become effective (the "Effective Assignment Date"). The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Revolving Credit Commitment, Revolving Commitment and Loans and interests in the Letters of Credit L/C Obligations under the applicable assignment agreement are "loan 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 Assignment Date 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 Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto and theretohereto, and no further consent or action by the CompanyBorrowers, the 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, Aggregate Debt Purchase Facility Commitment, Loans and Letter of Credit Commitments participations assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(b) 13.3(B), the transferor Lender, the Administrative Agent, Agent and the Company Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its their Revolving Credit Loan Commitment and Debt Purchase Facility Commitment, as adjusted pursuant to such assignment.