Common use of Permitted Assignments Clause in Contracts

Permitted Assignments. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more assignees banks or other entities (each an “Assignee Lender”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) substantially in the case form of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate Exhibit E or in such other form as may be agreed to by the case of parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a shall either be in an amount equal to the entire applicable Revolving Credit Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an Affiliate aggregate amount not less than $5,000,000; provided that such consent of the Parent shall be deemed to have been given if the Parent has not responded within fifteen (15) Business Days of a Lenderrequest for such consent and; provided, no minimum amount need further, that such consent of the Parent shall not be assigned; and required if an Event of Default under Section 9.01(a), (ii) in any case not described in clause b), (i) above, the aggregate or (j) has occurred and is continuing. The amount of the assignment shall be based on the Revolving Credit Commitment or outstanding Loans (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender has been terminated) subject to each such the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment is delivered to Administrative Agent or, or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment and Assumptionassignment. After giving effect to any assignment, as the remaining Revolving Credit Commitment of the Trade Dateassigning Lender (or, shall not be less than $5,000,000 unless each if the Revolving Credit Commitments have been terminated, then the aggregate principal amount of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all Loans held by the assigning Lender’s rights and obligations under this Agreement with respect ) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Loans Parent or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent is required by clause (b)(ii) above andapplicable law, in addition: (i) the consent of Borrower Agent (such consent not no assignment may be made to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication an Affiliate of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required assigning Lender if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed would increase the amounts payable by a Lender or an Affiliate of a Lender. (e) The parties to each any Borrower hereunder. No assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, may be made hereunder if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Personviolates applicable law. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender Except as otherwise provided in this Agreement, the Manager may at not sell, assign, hypothecate, encumber or otherwise transfer any time assign to one part or more assignees all or a portion of its rights interest in the Company except with the consent of a Majority Vote of the Members, which consent may be withheld by such Members in their sole and obligations under absolute discretion and without reason or for any reason whatsoever. If the Loan Documents (including all or a portion of its Commitment and Members consent to the Loans at transfer, the interest may only be sold to the proposed transferee within the time owing to itperiod approved by the Members, or within 90 days of such consent on the proposed terms and price, if such 90-day time period is later than the time period given by the consent. All costs of the transfer, including reasonable attorneys’ fees (if any); provided that any such assignment , shall be subject to borne by the following conditions:transferring Manager. (a) the aggregate amount Any assignment or transfer of the Commitments retained Manager’s interest provided for by Bank of America, N.A., as Lender, is at least 50.1% this Agreement can be an assignment or transfer of all Commitmentsof its interest or any portion or part of its interest. (ib) Any transfer of all or a part of any Manager’s interest may be made only pursuant to the terms and conditions contained in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed)Article 10. (c) Each partial Any such assignment shall be made as an assignment by a written instrument of assignment, the terms of which are not in contravention of any of the provisions of this Agreement, and which has been duly executed by the assignor of such Manager’s interest and accepted by the Members pursuant to a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedMajority Vote. (d) No consent The assignor and assignee shall be required for have executed, acknowledged, and delivered such other instruments as the Members pursuant to a Majority Vote, may deem necessary or desirable to effect such substitution, which may include an opinion of counsel regarding the effect and legality of any assignment except such proposed transfer, and which shall include the written acceptance and adoption by the assignee of the provisions of this Agreement. (e) Notwithstanding the foregoing Sections 10.1(a) - 10.1(d), and anything to the extent required by clause (b)(ii) above andcontrary in this Agreement, the Manager or its Affiliates may sell, assign, hypothecate, encumber or otherwise transfer any part or all of its interest in additionthe Company received in consideration for funds advanced to the Company in accordance with Section 3.3, provided that: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereofManager, its Affiliates and/or the transferee are responsible for all transfer costs including the Company’s legal fees and costs; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not transferee agrees to be unreasonably withheld or delayedbound by this Agreement; (iii) shall be required if such assignment transfer complies with all requirements pursuant to the Act, and all applicable federal and state securities laws; and (iv) such transferee is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lenderthe Manager. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any At any time after the Effective Date, any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including all or a portion of its Commitment Facilities and its Loans), provided that the terms of assignment satisfy the following requirements: 14.4.1.1 Administrative Agents shall have consented to the assignment; provided, however, that if the Facilities have been terminated and the Loans at Loan Obligations accelerated by the time owing Required Lenders, then Administrative Agents’ consent shall not be required; and provided further, however, an assignment from a Lender to it); provided that any an Affiliate of such Lender shall not require the prior written consent of Administrative Agents, but such Lender shall give prior written notice of such assignment to Administrative Agents and such assignment shall otherwise be subject to the following conditions: (a) the aggregate amount all of the Commitments retained by Bank terms and provisions of Americathis Section and this Agreement. 14.4.1.2 If there is no Existing Default and the Facilities have not been terminated, N.A., as unless such assignment is to a Lender, is at least 50.1% of all Commitments (i) in the case of an assignment Administrative Agent, or any affiliate of the entire remaining amount foregoing, the Borrowing Agent shall have consented to the assignment, which consent shall not be unreasonably withheld or delayed. 14.4.1.3 The minimum aggregate Facility which shall be assigned (which shall include the applicable portion of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause Floorplan Loan Facility (ii) below in the aggregate or and in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) aboveCPC, the aggregate Interim Floorplan Loan Facility)) is Fifteen Million Dollars ($15,000,000) or such lesser amount of the Commitment (which for this purpose includes Loans outstanding thereunder) orconstitutes such Lender’s entire Facility; provided, if the Commitment is not then in effecthowever, the principal outstanding balance of the Loans of after giving effect to such an assignment, unless the assigning Lender subject to each such assignmenthas assigned all of its Facilities hereunder, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, assigning Lender shall not be retain no less than Ten Million Dollars ($5,000,000 unless each of Administrative Agent and10,000,000) in Facilities hereunder; and provided further, so long as however, that no Event of Default has occurred such minimum shall apply between a Lender and is continuingits Affiliates, Borrower Agent otherwise consents (such consent not or between one Lender and another Lender or to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of all of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement. (d) No consent 14.4.1.4 The assignee shall have an office located in the United States and is otherwise an Eligible Assignee. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the assignee thereunder shall be required for any assignment except a party hereto and, to the extent required by clause (b)(ii) above andof such assignment, in addition: (i) have the consent obligations, rights, and benefits of Borrower Agent (a Lender hereunder and the assigning Lender shall, to the extent of such consent assignment, relinquish its rights and be released from its obligations under this Agreement. If the assignee is not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during incorporated under the primary syndication laws of the credit facility provided herein; and (ii) the consent United States of Administrative Agent (such consent not to be unreasonably withheld America or delayed) shall be required if such assignment is to a Person that is not a LenderState thereof, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Resellers and the Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition Agents certification as to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee exemption from deduction or withholding of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans Taxes in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursSection 4.5.

Permitted Assignments. Any A Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) the aggregate amount each assignment is of a constant, and not a varying, percentage of the Commitments retained by Bank of Americatransferor Lender’s rights and obligations under the Loan Documents and, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining a partial assignment, is in a minimum principal amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (unless each of Administrative otherwise agreed by Agent in its discretion and, so long as no unless an Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent which approval by Borrower shall not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights , and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent given if no objection is made within five (5) Business Days after having received notice thereofof the proposed assignment)) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and providedobligations, furtherthe aggregate amount of the Commitments retained by the transferor Lender is at least $10,000,000 (unless otherwise agreed by Agent in its discretion and, that consent unless an Event of Default has occurred and is continuing, Borrower Agent (which approval by Borrower shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) , and shall be required deemed given if such assignment no objection is to a Person that is not a Lender, an Affiliate made within five (5) Business Days after notice of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. the proposed assignment)); and (ec) The the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment to Agent for acceptance and Assumptionrecording. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to secure obligations of such Lender, together with including a processing and recordation fee in the amount of $3,500pledge or assignment to a Federal Reserve Bank; provided, however, that Administrative Agent may, in its sole discretion, elect to waive no such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such pledge or assignment shall be made (i) to any Borrower release the Lender from its obligations hereunder nor substitute the pledgee or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting assignee for such Lender or any of its Subsidiaries, or any Person who, upon becoming as a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Personparty hereto. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more assignees banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject pursuant to an agreement substantially in the following conditions:form of Exhibit 12.3. (a) the aggregate amount 1. The consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in Borrower and the case of Administrative Agent shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Purchaser which is not a Lender or an Affiliate of a Lenderthereof; provided, no minimum amount need be assigned; and (ii) in any case not described in clause (i) abovehowever, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no an Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of the Borrower Agent (such consent shall not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above required; provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that . Such consent of Borrower Agent shall not be required during the primary syndication unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the credit facility provided herein; and Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). The consent of Administrative Agent the Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignmentthen outstanding). The assignee, if it is consent of the Swingline Lender (such consent not a Lender, to be unreasonably withheld or delayed) shall deliver to Administrative Agent an Administrative Questionnaire. (f) be required for any assignment hereunder. No such assignment shall be made to (iA) to any a natural person, (B) the Borrower or any Affiliate of its respective Affiliates or Subsidiary of any Borrower, Subsidiaries or (iiC) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Personclause. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. (i) Any Lender may (each such assigning Lender under this Section 14.3 being an "Assigning Lender") may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities (other than the Company or any of its Affiliates) ("Purchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, any Loans owing to it, all of its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this Section 14.3; provided that any assignments of Revolving Loans and Revolving Loan Commitments shall be made pro rata with participations in Letters of Credit and Swing Line Loans, and shall require the consent of the Issuer and the Swing Line Lender. Such assignment shall be substantially in the form of Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Assigning Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent and the Company, involves loans and commitments as a consequence of which neither the Assigning Lender nor the Purchaser will have a Revolving Loan Commitment and Term Loans, collectively, of less than $3,000,000; provided that the foregoing restrictions with respect to such Revolving Loan Commitments or Term Loans having a minimum aggregate amount (including A) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of any Lender, and (B) in any event may be waived by the Administrative Agent. The written consent of the Administrative Agent, and, prior to the occurrence of a Default, the Company (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate or Approved Fund of such Lender. (ii) Notwithstanding anything to the contrary contained herein, any Lender (each such Lender, a "Granting Bank") may grant to a special purpose funding vehicle (each such special purpose funding vehicle, a "SPC"), identified as such in writing from time to time by the applicable Granting Bank to the Administrative Agent and the Company, the option to provide to the Company and the other Borrowers all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the applicable Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by any SPC hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as if, such Advance were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or other similar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the related SPC, and all payments in respect of the Obligations due to such Granting Bank or the related SPC, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any assignment under this Section 14.3(a)(ii), and not SPC shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereto. In addition, notwithstanding anything to the contrary contained in this Section 14.3, any SPC may (A) with notice to, but without the prior written consent of, the Company and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its Commitment interest in any Advances to the Granting Bank or to any financial institutions (consented to by the Company and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, accordance with the terms of Section 14.3(a)(i)) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (B) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 14.3(a)(ii) may not be amended without the written consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursSPC affected thereby.

Permitted Assignments. Any Subject to Section 12.3.3 below, a Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) the aggregate amount each assignment is of a constant, and not a varying, percentage of the transferor ▇▇▇▇▇▇’s rights and obligations under the Loan Documents (unless otherwise agreed by Agent), (it being understood and agreed that assignments hereunder shall not be required to be made on a pro rata basis between the Multicurrency Facility Commitments retained by Bank and the US Facility Commitments of Americaa transferor Lender) and, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an a partial assignment of the entire remaining Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and the assigning Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the transferor Lender’s Commitment and/or Revolver Commitments and any related Revolver Loans of a given Facility; (b) the Loans at written consent of (i) the time owing Administrative Borrower and Agent is obtained, in each case as and to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause extent required by the definition of Eligible Assignee, (ii) below in the aggregate or except in the case of an assignment to a Lender, another Lender or an Affiliate or branch of a Lender or to an Approved Fund administered or managed by a Lender or an Affiliate of a LenderFund, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, each Fronting Bank under the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed). ) is obtained and (ciii) Each partial assignment shall be made as except in the case of an assignment to another Lender or an Affiliate or branch of a proportionate part of all Lender or to an Approved Fund, the assigning Lender’s rights and obligations Swingline Lender under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) required pursuant to clause is obtained; (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (iic) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each such assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and AssumptionAcceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (d) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, together transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable participation. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a processing Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any Disqualified Institution. Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and recordation fee potential Lenders. From and after the Fifth Amendment Effective Date, any Eligible Assignee in respect of an assignment relating to the amount Multicurrency Facility shall be required to notify the Agent that it has obtained Term ▇▇▇▇▇ Capability prior to the effectiveness of $3,500such assignment as a condition to the effectiveness of such assignment. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, however, that Administrative Agent may(1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in its sole discretionconnection with such ▇▇▇▇▇▇’s rights and obligations under this Agreement, elect (3) any payment by Loan Parties to waive such processing and recordation fee the assigning Lender in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, and (ii), or (iii4) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees all or a portion any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing Affiliates or to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a another Lender or an Approved Fund administered Fund, or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, with the aggregate amount prior approval of the Commitment (Borrower, which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). delayed (c) Each partial assignment shall be made as an assignment of a proportionate part of all provided that the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; ), any other entity (“Purchasers”) all or any portion of its rights and providedobligations under the Loan Documents, further, provided that consent of Borrower Agent (a) no assignee shall not be required during entitled to receive any greater amount pursuant to Section 3.5 arising from events prior to the primary syndication date of the credit facility provided herein; and assignment than the amount to which such assignor would have been entitled to receive had no assignment occurred, and such assignee is able to deliver the Form W-8BEN or W-8ECI referenced in Section 3.5(iv) hereof, (iib) no assignments may be made to the consent Borrower or its Affiliates and (c) except in the case of Administrative Agent (such consent not an assignment to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption’s Commitment or Loans, together with a processing and recordation fee in the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date such assignment is delivered to the Administrative Agent) shall not be less than $3,500; provided, however, that 5,000,000 unless each of the Borrower and the Administrative Agent mayotherwise consent, in its sole discretion, elect to waive provided that no such processing and recordation fee in consent of the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment Borrower shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming required if a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights Default has occurred and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentageis continuing. Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is then continuing. Such assignment shall be substantially in the event form of Exhibit D hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective except in the case of an assignment to an Affiliated Qualified Institution. Such consents shall not be unreasonably withheld or delayed. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that any assignment of rights and obligations of any Defaulting Lender hereunder foreclosure or similar action by such pledgee or assignee shall become effective under applicable Law without compliance with be subject to the provisions of this clause (g)Section 12.3.1 concerning assignments; and provided, then the assignee further that no such pledge or assignment of such a security interest shall be deemed to be release a Defaulting Lender from any of its obligations hereunder or substitute any such pledgee or assignee for all purposes of this Agreement until such compliance occursLender as a party hereto.

Permitted Assignments. Any Lender may may, with the prior written consent of Administrative Agent (plus, during the initial syndication, Credit Lyonnais) and Borrower (which consents shall not be unreasonably withheld or delayed), in accordance with applicable law, at any time assign to one or more assignees banks or other entities (collectively, "Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion Documents, except that no consent of its Commitment and the Loans at the time owing to it); provided that any such assignment Borrower shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of required if an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuingcontinuing and that no consent of Administrative Agent, Credit Lyonnais or Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall ever be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the consent of Borrower Agent (such consent not to be unreasonably withheld assigning Lender or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld pledge or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. No assignment to a Lender. (e) Purchaser shall be for less than $10,000,000 of the Aggregate Commitment. Such assignments and assumptions shall be substantially in the form of Exhibit J hereto. The parties to each assignment Borrower shall execute any and deliver to Administrative Agent an Assignment and Assumptionall documents which are customarily required by such Lender (including, together with without limitation, a processing and recordation fee replacement promissory note or notes in the amount of $3,500; providedforms provided hereunder) in connection with any such assignment, however, that Administrative Agent may, but Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment pursuant to this Section. Any Lender selling all or any part of its rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, obligation hereunder in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with a transaction requiring the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) shall pay to the Administrative Agent a fee of $3,000.00 per assignee to reimburse Administrative Agent for its full pro rata share of all Loans involvement in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursassignment.

Permitted Assignments. Any Lender may (each such assigning Lender under this Section 14.3 being a "Seller") may, in accordance with applicable law, at any time assign to one or more assignees banks or other entities (other than the Borrower or any of their Affiliates) ("Purchasers") that are, at the time of such assignment, entitled to receive interest on the Obligations being assigned to such institution without such payment being subject to any withholding taxes and, in the case of assignments of the Revolving Loan Commitments, are able to make Eurocurrency Rate Loans in the Agreed Currencies, all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this Section 14.3. Each assignment shall be of a constant, and not a varying ratable or non-pro rata percentage of all of the Seller's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller's rights and obligations under the Loan Documents (including all or a portion or, without the prior written consent of its Commitment the Administrative Agent, involves loans and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the commitments in an aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% $1,000,000 and integral multiples of all Commitments $1,000,000 in excess thereof (which minimum amount (i) in the case of an shall not apply to any assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing between Lenders, or to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a any Lender, no minimum amount need be assigned; and and (ii) in any case not described in clause (i) above, event may be waived by the aggregate amount Administrative Agent). The written consent of the Commitment (which for this purpose includes Loans outstanding thereunder) orAdministrative Agent, if and, prior to the Commitment is not then in effectoccurrence of a Default, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption only with respect to any assignment other than to another Lender or an Affiliate or Approved Fund of any Lender, the Borrower (which consent, in each such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Datecase, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment , shall be made as required prior to an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement becoming effective with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that Purchaser which is not a Lender, an Affiliate of such assigning Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a such assigning Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, howeverno consent of the Borrower shall be required in connection with any assignment by any Lender consummated after consultation with the Borrower during the Syndication Period (subject to the provisions of the commitment letter dated May 11, 2001 executed by the Borrower, the Administrative Agent and the Arranger). Notwithstanding anything to the contrary contained herein, any Lender (each such Lender, a "Granting Bank") may grant to a conduit or special purpose funding vehicle (each such special purpose funding vehicle, a "Conduit"), identified as such in writing from time to time by the applicable Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) nothing herein shall constitute a commitment by any Conduit to make any Borrower or any Affiliate or Subsidiary of any BorrowerAdvance, (ii) if a Conduit elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by any Conduit hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as if, such Advance were made by such Granting Bank. Each party hereto hereby agrees that no Conduit shall be liable for any indemnity or other similar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Defaulting Granting Bank or the related Conduit, and all payments in respect of the Obligations due to such Granting Bank or the related Conduit, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any assignment under this Section 14.3(A)(ii), and no Conduit shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any Conduit, it will not institute against, or join any other person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 14.3, any Conduit may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its Subsidiaries, or interests in any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition Advances to the other conditions thereto set forth herein, Granting Bank or to any financial institutions (consented to by the parties to Borrower and the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, accordance with the terms of Section 14.3(A)(i)) providing liquidity and/or credit support to or for the account of such Conduit to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such Conduit. This Section 14.3(A)(ii) may not be amended without the written consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursConduit affected thereby.

Permitted Assignments. Any A Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, the transferor Lender is at least 50.1% $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of all Commitments a Lender to pledge or assign any rights under the Loan Documents to (i) in any Federal Reserve Bank or the case of an assignment United States Treasury as collateral security pursuant to Regulation A of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it FRB and any Operating Circular issued by such Federal Reserve Bank, or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below counterparties to swap agreements relating to any Loans; provided, however, (i) such Lender shall remain the holder of its Loans and owner of its interest in the aggregate or in the case any Letter of an assignment to a LenderCredit for all purposes hereunder, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) abovethe Borrowers, Agent, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then other Lenders and Issuing Banks shall continue to deal solely and directly with such Lender in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each connection with such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect Agreement, (iii) any payment by the Loan Parties to the Loans or assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy the Commitment assigned. (d) No consent shall be required for any assignment except Loan Parties’ obligations hereunder to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute payment, and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentageobligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Loans and termination of Commitments pursuant to Section 11.2 in connection with implementation of the event that any Reallocation Agreement following a Designation Date. Notwithstanding the foregoing, assignment of rights and obligations of any Defaulting Lender hereunder Loans or LC Obligations with respect to the European Borrower pursuant to this Section 13.3.1 shall become effective under applicable Law without compliance with only be permitted if the provisions of this clause (g), then the assignee of such interest shall be deemed Person to be whom Loans or LC Obligations are assigned is a Defaulting Lender for all purposes of this Agreement until such compliance occursNon-Public Lender.

Permitted Assignments. Any Lender may may, subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to one a Qualified Bank (or, while a Default under Section 8.2, 8.5 or more assignees 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or any Affiliate thereof)) (“Purchaser”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit H or in such other form as may be agreed to by the following conditions: parties thereto (a) an “Assignment and Assumption”). Except as otherwise hereinafter provided, the aggregate amount consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (i) except in the case of an assignment the consent of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of Borrower only, an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a such Lender, another Lender or an Affiliate of such other Lender thereof); provided, however, that if a LenderDefault under Section 8.2, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above8.5 or 8.6 has occurred and is continuing, the aggregate amount consent of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, Borrower shall not be less than $5,000,000 unless required. Unless each of the Administrative Agent andand the Borrower otherwise consents (except that, so long as no Event of if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such assignment shall (unless it is an assignment of a Lender’s entire interest in the Term Loan Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Term Loans of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) twenty-five percent (25%) of the Term Loans held by such Lender on the Closing Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent otherwise consents (such consent under this Section 13.3.1 shall not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all , provided, that the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five eight (5) Business Days 8) calendar days after having received written notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. (i) Any Lender may (each such assigning Lender under this Section 13.3 being a "SELLER") may, in accordance with applicable law, at any time assign to one or more assignees banks or other entities (other than the Borrower or any of its Affiliates) that are U.S. Qualified Persons ("PURCHASERS") all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this Section 13.3. Each assignment shall be of a constant, and not a 122 varying, ratable percentage of all of the Seller's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller's rights and obligations under the Loan Documents (including all or a portion or, without the prior written consent of its Commitment the Administrative Agent, involves loans and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the commitments in an aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments $5,000,000 (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if less, all of such Lender's rights and obligations under the Commitment is Loan Documents, and which minimum amount shall not then in effect, the principal outstanding balance apply to any assignment between Lenders. The written consent of the Loans Administrative Agent, and, prior to the occurrence of the assigning Lender subject to each such assignmenta Default, determined as of the date the Assignment and Assumption only with respect to any assignment other than to another Lender, the Borrower (which consent, in each such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Datecase, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment , shall be made as required prior to an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement becoming effective with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that Purchaser which is not a Lender, an Affiliate of such assigning Lender or an Approved Fund administered or managed of such assigning Lender; provided, no consent of the Borrower shall be required in connection with any assignment by a any Lender or an Affiliate of a Lenderconsummated after consultation with the Borrower during the Syndication Period. (eii) The parties Notwithstanding anything to the contrary contained herein, any Lender (each assignment shall execute and deliver such Lender, a "GRANTING Bank") may grant to a special purpose funding vehicle (each such special purpose funding vehicle, a "SPC"), identified as such in writing from time to time by the applicable Granting Bank to the Administrative Agent an Assignment and Assumptionthe Borrower, together with a processing and recordation fee in the amount option to provide to the Borrower all or any part of $3,500any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) nothing herein shall constitute a commitment by any SPC to make any Borrower or any Affiliate or Subsidiary of any BorrowerAdvance, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by any SPC hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as if, such Advance were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or other similar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Defaulting Granting Bank or the related SPC, and all payments in respect of the Obligations due to such Granting Bank or the related SPC, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any assignment under this Section 13.3(A)(ii), and no SPC shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof in relation to matters arising under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section 13.3, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its Subsidiaries, or interests in any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition Advances to the other conditions thereto set forth herein, Granting Bank or to any financial institutions (consented to by the parties to Borrower and the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, accordance with the terms of Section 13.3(A)(i)) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 13.3(A)(ii) may not be amended without the written consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursSPC affected thereby.

Permitted Assignments. Any Subject to its compliance with Section 14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Obligations and, in the time owing to itcase of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent and, in the absence of an Event of Default, Borrower Representative, in its or their discretion); provided that (ii) except in the case of an assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 10,000,000 (unless each of Administrative otherwise agreed by Agent and, so long as no in the absence of an Event of Default has occurred and is continuingDefault, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above andRepresentative, in addition: its or their discretion); and (iiii) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each such assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and Assumption, together with Acceptance. Nothing contained herein shall limit in any way the right of a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect Lender to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower pledge or assign all or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any portion of its Subsidiaries, rights under this Agreement or any Person who, upon becoming a Lender hereunder, would constitute with respect to any of the foregoing Persons described Obligations to (x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, (y) direct or indirect contractual counterparties in this clause (ii)swap agreements relating to the Loans, or (iii) provided that any payment by Borrowers to a natural Person. (g) In connection with any assignment of rights and obligations the assigning Lender in respect of any Defaulting Lender hereunderassigned Obligations in accordance with the terms of this Agreement shall satisfy Borrowers’ obligations hereunder in respect of such assigned Obligations to the extent of such payment, and no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Except as otherwise provided in this Agreement, the Manager may not sell, assign, hypothecate, encumber or otherwise transfer any part or all of its interest in the Company except with the consent of a Majority Vote of the Members, which consent may be withheld by such Members in their sole and absolute discretion and without reason or for any reason whatsoever. If the Members consent to the transfer, the interest may only be sold to the proposed transferee within the time period approved by the Members, or within 90 days of such consent on the proposed terms and price, if later. All costs of the transfer, including reasonable attorneys' fees (if any), shall be borne by the transferring Manager. 10.1.1 Any Lender may at assignment or transfer of the Manager's interest provided for by this Agreement can be an assignment or transfer of all of its interest or any time assign to one portion or more assignees part of its interest. 10.1.2 Any transfer of all or a portion part of its rights any Manager's interest may be made only pursuant to the terms and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any conditions contained in this Section 10. 10.1.3 Any such assignment shall be subject by a written instrument of assignment, the terms of which are not in contravention of any of the provisions of this Agreement, and which has been duly executed by the assignor of such Manager's interest and accepted by the Members pursuant to a Majority Vote. 10.1.4 The assignor and assignee shall have executed, acknowledged, and delivered such other instruments as the Members pursuant to a Majority Vote, may deem necessary or desirable to effect such substitution, which may include an opinion of counsel regarding the effect and legality of any such proposed transfer, and which shall include the written acceptance and adoption by the assignee of the provisions of this Agreement. 10.1.5 Notwithstanding the foregoing Sections 10.1.1 - 10.1.4, and anything to the following conditions: contrary in this Agreement, the Manager or its Affiliates may sell, assign, hypothecate, encumber or otherwise transfer any part or all of its interest in the Company received in consideration for funds advanced to the Company in accordance with Section 3.3, provided that: (a) the aggregate amount of the Commitments retained by Bank of AmericaManager, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment its Affiliates and/or the Loans at transferee are responsible for all transfer costs including the time owing Company's legal fees and costs; (b) such transferee agrees to it or contemporaneous assignments be bound by this Agreement; (c) such transfer complies with all requirements pursuant to related Approved Funds that equal at least the amount specified in clause Act, and all applicable federal and state securities laws; and (iid) below in the aggregate or in the case of an assignment to a Lender, such transferee is an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed)Manager. (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to its giving at least 2 Business Days notice to Agent and Borrowers, any Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at Letter of Credit Outstandings and, in the time owing case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its sole discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by a Lender to it); provided that another Lender, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its sole discretion); and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of America, N.A., as Lender, is at least 50.1% of all Commitments Borrowers (i) in except upon and during the case continuance of an assignment Event of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing Default) and Agent shall be required prior to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Eligible Assignee that is not a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent of Borrowers and Agent not to be unreasonably withheld or delayed). (c) Each partial assignment . Nothing contained herein shall be made as an assignment limit in any way the right of a proportionate part Lenders to assign all or any portion of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans owing to it to any Federal Reserve Bank or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required United States Treasury as collateral security pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication Regulation A of the credit facility Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii)) any payment in respect of such assigned Loans made by Borrowers to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrowers’ obligations hereunder in respect of such assigned Loans to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, but no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Subject to Section 13.3.3 below, a Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) the aggregate amount each assignment is of a constant, and not a varying, percentage of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning transferor Lender’s rights and obligations under this Agreement with respect to the Loans or Loan Documents (unless otherwise agreed by the Commitment assigned. Agent) and, in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (dunless otherwise agreed by the Agent and the Administrative Borrower) No and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the transferor Lender’s Revolver Commitments and any related Revolver Loans; (b) [Reserved]; (c) the written consent shall be required for any assignment except of (i) the Administrative Borrower and the Agent is obtained, in each case as and to the extent required by clause the definition of Eligible Assignee, (b)(iiii) above and, in addition: (i) the consent of Borrower Agent each Fronting Bank (such consent not to be unreasonably withheld or delayed) required pursuant is obtained and (iii) except in the case of an assignment to clause (b)(ii) above shall be deemed another Lender or an Affiliate or branch of a Lender or to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and providedan Approved Fund, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lenderobtained, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (ed) The the parties to each such assignment shall execute and deliver to Administrative Agent the Agent, for its acceptance and recording, an Assignment and AssumptionAcceptance and the Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (e) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, together transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable interest. The Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a processing Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any ‎Disqualified Institution. The Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and recordation fee in potential Lenders. Nothing herein shall limit the amount right of $3,500a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, however, that Administrative Agent may(1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) the Borrowers, the Agent, the other Lenders and the Fronting Banks shall continue to deal solely and directly with such Lender in its sole discretionconnection with such L▇▇▇▇▇’s rights and obligations under this Agreement, elect (3) any payment by Loan Parties to waive such processing and recordation fee the assigning Lender in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, and (ii), or (iii4) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law (and, in the case of any assignment of the Swing Line Commitment, in compliance with Section 13.3.3), at any time assign to one or more assignees a Qualified Bank (“Purchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit M or in such other form as may be agreed to by the parties thereto (an “Assignment and Assumption”). Except as otherwise hereinafter provided, the consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a portion Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required, including with respect to clause (b) below), (a) each such assignment (other than an assignment of a Competitive Bid Loan) shall (unless it is an assignment of a Lender’s entire interest in a Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the sum of the Revolving Credit Commitment and Term Loans of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of the sum of such Lender’s Revolving Credit Commitment and Term Loans as of the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing). Notwithstanding the foregoing, if the Obligations shall become due and payable, whether at maturity or by acceleration or otherwise, or any payment of principal or interest hereunder shall not be paid within 45 days after such payment shall be due, any Lender may assign all or (subject to the Administrative Agent’s consent to any assignment that does not comply with the limitations contained in clause (a) above) any part of its rights and obligations under the Loan Documents to any Person (including all other than the Borrower, the Company or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount Affiliate of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment Borrower or of the entire remaining amount Company) without consent by the Borrower or the Administrative Agent. Any consents of the assigning Lender’s Commitment and/or Borrower or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, under this Section 13.3.1 shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this Section 13.3.1, participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (db) No consent from any Person shall be required for any assignment except to the extent required by clause (b)(ii) above and, in additionof Loans or Commitments except: (i) the consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); (ii) so long as no Event of Default has occurred and is continuing, the consent of the Borrower Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required, unless such assignment is to a Lender, an Affiliate of such Lender or an Approved Bank, in which case no consent from the Borrower Agent or any other Borrower shall be required; provided that, to the extent Borrower Agent consent is required pursuant to in accordance with this clause (b)(iiii) above and such assignment is for less than $5,000,000, Borrower Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (iiiii) the consent of Administrative Agent each Issuing Bank (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender). (ec) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (fd) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (ge) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent Agent, any Issuing Bank or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may at any time assign to one or more assignees banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in Each such assignment shall be of a constant and not varying ratable or non-pro rata percentage (as between the case of an assignment of Term Loan Facility and the entire remaining amount Revolving Facility) of the assigning Lender’s Commitment and/or rights and obligations under the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause Loan Documents; (ii) below Such assignment shall be substantially in the aggregate form of Exhibit C or in such other form as may be agreed to by the case of an parties thereto; (iii) Each such assignment with respect to a Lender, Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or shall either be in an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, equal to the aggregate amount of the entire applicable Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loan Commitment (which for this purpose includes Loans outstanding thereunderif any) orand Term Loans, if the Commitment is not then in effectas applicable, the principal outstanding balance of the Loans of the assigning Lender or (unless each of the Company and the Agent otherwise consents; provided that the consent of the Company shall not be required if a Default has occurred and is continuing) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Revolving Loan Commitment or Outstanding Revolving Credit Exposure (if the Revolving Loan Commitment has been terminated) and/or the outstanding Term Loan Commitment (if any) or Term Loans subject to each such the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment is delivered to Administrative Agent or, or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment and Assumptionassignment; (iv) Except in the case of an assignment to an existing Lender that has advanced a Revolving Loan to each Dutch Borrower, the amount of such assignment with respect to a borrowing made to a Dutch Borrower shall always be at least €50,000 (or its equivalent in another Agreed Currency) unless an assignment is made to any Person which qualifies as a professional market party (professionele markt partij) under the Dutch Financial Supervision Act; (v) The Purchaser (A) if it is a Non-U.S. Lender, shall have delivered tax certificates described in Section 3.5, which indicate that such Non-U.S. Lender is exempt from any withholding tax under the laws of the Trade DateUnited States on payments by the Company in such jurisdiction, (B) shall not be less than $5,000,000 unless each have confirmed that it is exempt from any withholding tax under the laws of Administrative the Netherlands on payments by Dutch Borrowers and (C) shall provide to the Agent for the onward transmission to the relevant UK Borrower, in respect of Loans made to a UK Borrower, a tax certificate in the form set forth in the Exhibit H attached hereto, except, in the case of clauses (A) and (B), to the extent the assigning Lender was entitled, at the time of the assignment, to receive additional amounts with respect to such withholding taxes pursuant to Section 3.5; and, so (vi) So long as no Event of Default has shall have occurred and is be continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition made to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate any Person that is not capable of lending (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, A) Agreed Currencies to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) Borrower and (yB) acquire (and fund as appropriate) its full pro rata share each Type of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursLoan.

Permitted Assignments. Any Lender may at any time assign to one or more assignees banks or other entities (“Purchasers”), other than an Ineligible Institution, all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained evidenced by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) an agreement substantially in the case form of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate Exhibit D or in such other form as may be agreed to by the case of parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund administered or managed shall, unless otherwise consented to in writing by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents the Company (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all provided that the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and ) (iii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assigneeassignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if it no Default has occurred and is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth hereincontinuing, the parties to the assignment shall make such additional payments to Administrative Agent Company otherwise consents) be in an aggregate amount sufficient, upon distribution of $5,000,000 or an integral multiple of $1,000,000 in excess thereof as appropriate or (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (xii) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that case of any assignment of rights any Term Loan, either be in an amount equal to the entire outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and obligations is continuing, the Company otherwise consents) be in an aggregate amount of any Defaulting Lender hereunder $1,000,000 or an integral multiple of $1,000,000 in excess thereof. The amount of the assignment shall become effective under applicable Law without compliance with be based on the provisions Revolving Loan Commitment and Revolving Credit Obligations subject to the assignment, determined as of this clause (g), then the assignee date of such interest shall be deemed to be a Defaulting Lender for all purposes assignment or as of this Agreement until such compliance occursthe “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.

Permitted Assignments. Any Lender may may, in the ordinary --------------------- course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or any part of its ---------- rights and obligations under the Loan Documents; provided, however, that in the case of an assignment to an entity which is not a portion Lender or an Affiliate of a Lender, such assignment shall be in a minimum amount (when added to the amount of the assignment of such Lender's obligations under the White Mountains Credit Agreement) of $5,000,000 (or, if less, the entire amount of such Lender's Commitment). Such assignment shall be substantially in the form of Exhibit C --------- hereto or in such other form as may be agreed to by the parties thereto. The consent of the Agent and, so long as no Default under Section 7.2, 7.6 or 7.7 is ---------------- --- continuing, the Borrower, shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Such consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, any assignment by a Lender of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained accompanied by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount same assignee of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance same ratable share of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting such Lender hereunder, no such assignment shall be effective unless and until, under the White Mountains Credit Agreement in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee respect of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursthereunder.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it)Credit Documents; provided provided, however, that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by entity which is not a Lender or an Affiliate of a Lender, no such assignment shall be in a minimum amount need be assigned; and of the lesser of (i) $5,000,000.00 and (ii) in any case not described in clause (i) above, the aggregate amount all of such Lender's Commitments and Advances of the Commitment (which for this purpose includes Loans outstanding thereunder) orClass being assigned. Subject to the minimum amount set forth in the preceding sentence, any Lender making such an assignment may assign any percentage of a Class of Advances and its Commitments related thereto without respect to the percentage assigned, if any, of any other Class of Advances and related Commitments. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swingline Bank to assign a portion of such Swingline Bank's Swingline Advances to the Commitment is not then in effect, the principal outstanding balance assignee or an appropriate affiliate of the Loans assignee equal to the same portion of the assigning Lender subject Revolving Commitments and Revolving Advances sold to each such assignment, determined as Assignee. No Swingline Bank may assign any portion of its Swingline Advances unless it or its affiliate which has a Revolving Commitment assigns the same portion of such Lender's Revolving Commitments and Revolving Advances to the Person or an affiliate of the date Person purchasing the assignment from such Swingline Bank. Such assignment shall be made pursuant to an Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified Acceptance substantially in the form of Exhibit A or in such other form as may be agreed to by the parties thereto ("Assignment and Assumption, as Acceptance"). The consent of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment the Company shall be made as required prior to an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement becoming effective with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that Purchaser which is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lenderthereof. Such consent shall not be unreasonably withheld. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or a portion any part of its Revolving Credit Commitment and outstanding Revolving Loans and interests in the Letters of Credit, together with its rights and obligations under the Loan Documents with respect thereof; provided, however, that (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any i) each such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of Americaa constant, N.A., as Lender, is at least 50.1% and not a varying percentage of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause 's rights and obligations so assigned; (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject being assigned pursuant to each such assignment, assignment (determined as of the date the Assignment and Assumption with respect to of such assignment is delivered to Administrative Agent or, if “Trade Date” is specified assignment) may be in the Assignment and Assumption, as amount of the Trade Date, such Lender's entire Revolving Credit Commitment but otherwise shall not be less than $5,000,000 unless each or an integral multiple of $1,000,000 in excess of that amount; and (iii) notwithstanding the foregoing clause (ii), (A) if the assignment is made to a Lender, the amount of the Revolving Credit Commitment assigned shall not be less than $5,000,000 or an integral multiple thereof and (B) if the assignment is made pursuant to Section 3.14, the Revolving Credit Commitment assigned may be in the amount of the relevant Lender's entire remaining Revolving Credit Commitment. Such assignment shall be substantially in the form of Exhibit E hereto or in such other form as may be agreed to by the parties thereto. The consent of the Company and the Administrative Agent andshall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender; provided, so long as no however, that if an Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not or if the assignment is made to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment affiliate of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent the Company shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent required. Such consents shall not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lenderwithheld. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or a portion of its rights and obligations under the this Agreement (including, without limitation, its Revolving Loan Documents (including Commitment, all or a any portion of the Loans owing to it, all or any portion of its Commitment participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this Section 12.3 on a pro rata or non-pro rata basis; provided, however that no such assignment to a Purchaser which is not a Lender or Affiliate thereof shall be permitted without the Borrower's prior written consent (which consent shall not be unreasonably withheld provided it shall be deemed reasonable grounds for denying such consent, without limitation, if the Borrower determines that such assignment may reasonably be expected to result in the payment by the Borrower of amounts under Section 2.15(E) or Article III greater than would be payable if such assignment were not consummated and the Loans at the time owing proposed assignee is not willing to itwaive such amounts); provided that any such . Each assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of Americaa constant, N.A.and not a varying, as Lender, is at least 50.1% ratable percentage of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or 's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Exhibit G hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal and Commitments in an aggregate amount of at least $5,000,000. Notice to the amount specified in clause Agent and consent of the Agent (iiwhich consent shall not be unreasonably withheld) below in the aggregate or in the case of shall be required prior to an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Purchaser which is not a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed)thereof. (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks, finance companies, insurance companies or other financial institutions or funds that are engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business or, after the occurrence of any Default, any other entity ("Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit M hereto (an "Assignment") or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of AmericaCompany, N.A.the Documentation Agent, as Lender, is at least 50.1% of all Commitments (i) in the case of Administrative Agent and any Issuer shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Purchaser which is not a Lender or an Affiliate of thereof; provided, however, that if a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such the consent of the Company shall not to be required. Such consent by the Company shall not be unreasonably withheld or delayed). (c) . Each partial such assignment shall be made as in an assignment amount not less than the lesser of a proportionate part (i) $10,000,000 and in integral multiples of all $5,000,000 thereafter, or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment). If any Lender assigns a part of its rights and obligations in respect of Revolving Credit Loans and/or Revolving Credit Commitment under this Agreement to a Purchaser, such Lender shall assign proportionate interests in its respective Multicurrency Loans and Multicurrency Commitment and other related rights and obligations hereunder to such Purchaser, and if any Lender assigns a part of its rights and obligations under this Agreement with in respect to the of its Multicurrency Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is and/or Multicurrency Commitments to a Person that is not a LenderPurchaser, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, assign proportionate interests in its sole discretion, elect Revolving Credit Loans and Revolving Credit Commitments to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative QuestionnairePurchaser. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may (each such assigning Lender under this Section 14.3 being a "Seller") may, in accordance with applicable law, at any time assign to one or more assignees banks or other entities (other than the Borrower or any of their Affiliates) ("Purchasers") that are, at the time of such assignment, entitled to receive interest on the Obligations being assigned to such institution without such payment being subject to any withholding taxes, all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit) in accordance with the provisions of this Section 14.3. Each assignment shall be of a constant, and not a varying ratable or non-pro rata percentage of all of the Seller's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller's rights and obligations under the Loan Documents (including all or a portion or, without the prior written consent of its Commitment the Administrative Agent, involves loans and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the commitments in an aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% $1,000,000 and integral multiples of all Commitments $1,000,000 in excess thereof (which minimum amount (i) in the case of an shall not apply to any assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing between Lenders, or to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a any Lender, no minimum amount need be assigned; and and (ii) in any case not described in clause (i) above, event may be waived by the aggregate amount Administrative Agent). The written consent of the Commitment (which for this purpose includes Loans outstanding thereunder) orAdministrative Agent, if and, prior to the Commitment is not then in effectoccurrence of a Default, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption only with respect to any assignment other than to another Lender or an Affiliate or Approved Fund of any Lender, the Borrower (which consent, in each such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Datecase, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment , shall be made as required prior to an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement becoming effective with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that Purchaser which is not a Lender, an Affiliate of such assigning Lender or an Approved Fund administered of such assigning Lender. Notwithstanding anything to the contrary contained herein, any Lender (each such Lender, a "Granting Bank") may grant to a conduit or managed special purpose funding vehicle (each such special purpose funding vehicle, a "Conduit"), identified as such in writing from time to time by a Lender or an Affiliate of a Lender. (e) The parties the applicable Granting Bank to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumptionthe Borrower, together with a processing and recordation fee in the amount option to provide to the Borrower all or any part of $3,500any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) nothing herein shall constitute a commitment by any Conduit to make any Borrower or any Affiliate or Subsidiary of any BorrowerAdvance, (ii) if a Conduit elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by any Conduit hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as if, such Advance were made by such Granting Bank. Each party hereto hereby agrees that no Conduit shall be liable for any indemnity or other similar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Defaulting Granting Bank or the related Conduit, and all payments in respect of the Obligations due to such Granting Bank or the related Conduit, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any assignment under this Section 14.3(A)(ii), and no Conduit shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any Conduit, it will not institute against, or join any other person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 14.3, any Conduit may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its Subsidiaries, or interests in any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition Advances to the other conditions thereto set forth herein, Granting Bank or to any financial institutions (consented to by the parties to Borrower and the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, accordance with the terms of Section 14.3(A)(i)) providing liquidity and/or credit support to or for the account of such Conduit to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such Conduit. This Section 14.3(A)(ii) may not be amended without the written consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursConduit affected thereby.

Permitted Assignments. Any Subject to Section 12.3.3 below, a Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) the aggregate amount each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents (unless otherwise agreed by Agent), (it being understood and agreed that assignments hereunder shall not be required to be made on a pro rata basis between the Multicurrency Facility Commitments retained by Bank and the US Facility Commitments of Americaa transferor Lender) and, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an a partial assignment of the entire remaining Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and the assigning Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the transferor Lender’s Commitment and/or Revolver Commitments and any related Revolver Loans of a given Facility; (b) the Loans at written consent of (i) the time owing Administrative Borrower and Agent is obtained, in each case as and to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause extent required by the definition of Eligible Assignee, (ii) below in the aggregate or except in the case of an assignment to a Lender, another Lender or an Affiliate or branch of a Lender or to an Approved Fund administered or managed by a Lender or an Affiliate of a LenderFund, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, each Fronting Bank under the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed). ) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained; (c) Each partial the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (d) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be made obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as an the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable participation. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any ‎Disqualified Institution. Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a proportionate part Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the assigning other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement with respect Agreement, (3) any payment by Loan Parties to the Loans or the Commitment assigned. (d) No consent assigning Lender in respect of any Obligations assigned as described in this sentence shall be required for any assignment except satisfy Loan Parties’ obligations hereunder to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. payment, and (e4) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any At any time after the Execution Date and upon the consent of Administrative Agents, any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including all or a portion of the Notes payable to it, its Commitment Facilities and its Loans), provided that the terms of assignment satisfy the following requirements: 19.4.1.1. Administrative Agents shall have accepted the assignment, which acceptance shall not be unreasonably withheld; provided, however, that if the Facilities have been terminated and the Loans at Loan Obligations accelerated by Required Lenders, then Administrative Agents’ consent shall not be required; and provided further, however, an assignment from a Lender to an Affiliate of such Lender shall not require the time owing prior written acceptance of Administrative Agents, but such Lender shall give prior written notice of such assignment to it); provided that any Administrative Agents and such assignment shall otherwise be subject to the following conditions: (a) the aggregate amount all of the Commitments retained by Bank terms and provisions of Americathis Section and this Agreement. 19.4.1.2. If there is no Existing Default and none of the Facilities have been terminated, N.A., as unless such assignment is to a Lender, is at least 50.1% an Administrative Agent, or any Affiliate of all Commitmentsthe foregoing, Reseller shall have consented to the assignment, which consent shall not be unreasonably withheld or delayed. (i) 19.4.1.3. For each assignment involving the issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance in the case form of an Exhibit 19.4.1 together with any Note subject to such assignment and a processing fee of $5,000. 19.4.1.4. The minimum aggregate Facility which shall be assigned (which shall include the entire remaining amount applicable portion of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause Revolving Loan Facility, Floorplan Loan Facility and Letter of Credit Facility (ii) below in the aggregate or and in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) aboveAdministrative Agents, the aggregate Swingline Facility and the Interim Floorplan Loan Facility) is Fifteen Million Dollars ($15,000,000) or such lesser amount of the Commitment (which for this purpose includes Loans outstanding thereunder) orconstitutes such Lender’s entire Facility; provided, if the Commitment is not then in effecthowever, the principal outstanding balance of the Loans of after giving effect to such an assignment, unless the assigning Lender subject to each such assignmenthas assigned all of its Facilities hereunder, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, assigning Lender shall not be retain no less than Twenty-Five Million Dollars ($5,000,000 unless each of Administrative Agent and25,000,000) in Facilities hereunder; and provided further, so long as however, that no Event of Default has occurred such minimum shall apply between a Lender and is continuingits Affiliates, Borrower Agent otherwise consents (such consent not or between one Lender and another Lender or to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of all of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement. (d) No consent 19.4.1.5. The assignee shall have an office located in the United States and is otherwise an Eligible Assignee. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the assignee thereunder shall be required for any assignment except a Party hereto and, to the extent required by clause (b)(ii) above andof such assignment, in addition: (i) have the consent obligations, rights, and benefits of Borrower Agent (a Lender hereunder and the assigning Lender shall, to the extent of such consent not to assignment, relinquish its rights and be unreasonably withheld or delayed) required released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to clause (b)(ii) above this Section, the assignor, Administrative Agents and Reseller shall be deemed make appropriate arrangements so that, if required, new Notes are issued to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; the assignor and provided, further, that consent of Borrower Agent shall the assignee. If the assignee is not be required during incorporated under the primary syndication laws of the credit facility provided herein; and (ii) the consent United States of Administrative Agent (such consent not to be unreasonably withheld America or delayed) shall be required if such assignment is to a Person that is not a LenderState thereof, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Reseller and Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition Agents certification as to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee exemption from deduction or withholding of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans Taxes in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursSection 4.11.

Permitted Assignments. Any Lender (a) Except as provided in this clause 15.2 or the Integrated Network Deed, or with the prior written consent of the other Parties, no Party may at any time assign to one or more assignees transfer all or a portion any of its rights or obligations under this Agreement. (b) The Lessor may assign and transfer all (and not part only) of its rights and obligations under this Agreement to a person to whom it assigns or transfers at the Loan Documents same time all (including all or a portion but not part only) of its Commitment right, title and interest in the Loans at Extension Infrastructure and its rights and obligations under the time owing to it); Integrated Network Deed, being a person that is the State or is owned or controlled by the State, provided that any such assignment shall be is subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) orcondition that, if the Commitment assignee (not being the State) ceases to be owned or controlled by the State, those rights and obligations must, on or prior to that cessation, be assigned and transferred to the State or a person that is owned or controlled by the State. Any such assignee must execute a deed under which the assignee undertakes to the Parties to be bound by the terms of this Agreement as if it were the Lessor. (c) The lessor under the Infrastructure Lease must not then in effectassign or transfer its rights and obligations under the Infrastructure Lease unless it assigns and transfers, at the principal outstanding balance same time to the same person, all of its rights and obligations under this Agreement. (d) Subject to clause 15.2(e), except with the prior written consent of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents Lessor (such consent not to be unreasonably withheld or delayeddelayed or given subject to unreasonable conditions)., the Sublessee: (ci) Each partial assignment shall be made as an assignment may only assign and transfer all (and not part only) of a proportionate part of all the assigning Lender’s its rights and obligations under this Agreement with respect to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under the Integrated Network Deed, each Other Extension Infrastructure Agreement and each Other Integrated Network Deed; and (ii) must assign and transfer all of its rights and obligations under this Agreement to a person to whom it assigns or transfers any of its rights or obligations under the Integrated Network Deed, an Other Extension Infrastructure Agreement or an Other Integrated Network Deed. Any such assignee must execute a deed under which the assignee undertakes to the Loans or Parties to be bound by the Commitment assignedterms of this Agreement as if it were the Sublessee. (de) No consent shall The Sublessee may assign and transfer to a person such of its rights and obligations under this Agreement as relate to part of the Extension Infrastructure if it assigns and transfers at the same time to that person such of its rights and obligations under: (i) if applicable, the Infrastructure Lease as relate to a part of the Leased Infrastructure; and (ii) if applicable, an Other Extension Infrastructure Agreement as relate to a part of the Other Extension Infrastructure, so that the relevant parts of the Extension Infrastructure, Leased Infrastructure (if applicable) and the Other Extension Infrastructure (if applicable) are, together, reasonably capable of being managed and operated, in accordance with all applicable Laws and the requirements of all applicable Authorisations, as a discrete part of a railway. The Parties agree to give effect to an assignment and transfer under clause 15.2(e) by the Lessor and Lessee entering into an agreement, on the same terms and conditions of this agreement, with the assignee (as “Sublessee”) (Transferee Extension Infrastructure Agreement) under which the applicable part of the Extension Infrastructure will be required for any assignment except taken to be “Extension Infrastructure” leased by the Lessor to the extent required by clause (b)(ii) above andLessee under, in additionand for the purposes of, the Transferee Extension Infrastructure Agreement. Upon the Lessor, ▇▇▇▇▇▇ and assignee entering into a Transferee Extension Infrastructure Agreement: (i) the consent of Borrower Agent (such consent not “Extension Infrastructure” leased by the Lessor to be unreasonably withheld or delayed) required pursuant the Lessee under the Transferee Extension Infrastructure Agreement will immediately cease being subject to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided hereinlease under this Agreement; and (ii) the consent of Administrative Agent (such consent not Transferee Extension Infrastructure Agreement will be deemed to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate Other Extension Infrastructure Agreement for the purposes of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnairethis Agreement. (f) No such assignment shall be made Unless the Sublessee assigns and transfers all of its rights and obligations under this Agreement and all of its rights and obligations under the Infrastructure Lease at the same time and to the same person, the Sublessee must not assign or transfer any of its rights or obligations under the Infrastructure Lease unless, where required to do so by the Lessor: (i) the assignee has executed a deed in favour of the Lessor (on terms reasonably acceptable to any Borrower or any Affiliate or Subsidiary the Lessor) under which the assignee agrees to be bound by the operation of any Borrowerclause 11.6(a)(ii) and to assume the obligations relating to the Extension Infrastructure, Railway Assets and Additional Land as will thereby be imposed on it under the Infrastructure Lease; and (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming the Sublessee has executed a Lender hereunder, would constitute any deed in favour of the foregoing Persons described Lessor and the assignee (on terms reasonably acceptable to the Lessor) under which the Sublessee agrees, on the termination of this Agreement: (A) to perform, in favour of the assignee or (if this Agreement terminates on the same date as the Infrastructure Lease terminates or expires) the Lessor or its nominee, such obligations as would otherwise be imposed on the Sublessee in connection with the Extension Infrastructure, Railway Assets and Additional Land under clause (ii14.1(b), (c), (d), (f) and (g) of the Infrastructure Lease if the Sublessee was the lessee under the Infrastructure Lease, the favouree was the lessor under the Infrastructure Lease, the date of the assignment or transfer was the "Lease End Date" (as defined in the Infrastructure Lease), and the Extension Infrastructure, Railway Assets and Additional Land were respectively "Infrastructure", "Railway Assets" and "Additional Land" (as defined in the Infrastructure Lease); and (B) to perform, in favour of the assignee or (iiiif this Agreement terminates on the same date as the Infrastructure Lease terminates or expires) the Lessor or its nominee, such obligations as would otherwise be imposed on the Sublessee in connection with the Railway Assets and Additional Land under clause 15(b) and (c) of the Infrastructure Lease if the Sublessee was the lessee under the Infrastructure Lease, the favouree was the lessor under the Infrastructure Lease, the date of the assignment or transfer was the date that the lessee under the Infrastructure Lease is required to a natural Personreturn and surrender the Leased Infrastructure under clause 14.1(a) of the Infrastructure Lease, and the Railway Assets and Additional Land were respectively "Railway Assets" and "Additional Land" (as defined in the Infrastructure Lease). (g) In connection with any assignment of rights If the Railway Assets and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition Additional Land are transferred to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations Lessor or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans nominee in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g15.2(f)(ii)(B), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.clauses 15(d),

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit C or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments Borrower (ibut not the Guarantor) in and the case of Agent shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of Purchaser which is not a Lender or an Approved Fund administered or managed by a Lender or affiliate thereof; provided, however, that if an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, the consent of the Borrower Agent otherwise consents (such and/or the Guarantor shall not be required. Such consent shall not to be unreasonably withheld or delayed). (c) . Each partial such assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to a Purchaser which is not a Lender or an affiliate thereof shall (unless each of the Loans or Borrower and the Commitment assigned. (dAgent otherwise consents) No consent shall be required for any assignment except to in an amount not less than the extent required by clause (b)(ii) above and, in addition: lesser of (i) the consent of Borrower Agent (such consent not to be unreasonably withheld $5,000,000.00 or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent remaining amount of Administrative Agent the assigning Lender's Commitment (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate calculated as at the date of such Lender assignment) or outstanding Loans (if the applicable Commitment has been terminated). Upon (i) delivery to the Agent of an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumptionassignment, together with any consents required by this Section, and (ii) payment of a $3,500 fee to the Agent for processing and recordation such assignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be made (i) to any Borrower or any Affiliate or Subsidiary "plan assets" under ERISA. On and after the effective date of any Borrowersuch assignment, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming such Purchaser shall for all purposes be a Lender hereunder, would constitute party to this Agreement and any other Loan Document executed by or on behalf of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of Lenders and shall have all the rights and obligations of any Defaulting a Lender hereunderunder the Loan Documents, to the same extent as if it were an original party hereto, and no such assignment further consent or action by the Borrower, the Lenders or the Agent shall be effective unless required to release the transferor Lender with respect such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section, the transferor Lender, the Agent and untilthe 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 addition each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursassignment.

Permitted Assignments. Any Subject to its compliance with SECTION 14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Obligations and, in the time owing case of a partial assignment, is in a minimum principal amount of $5,000,000 (or $1,000,000 in the case of an assignment between Lenders), in either case unless otherwise agreed by Agent in its sole discretion, and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 (unless each of Administrative otherwise agreed by Agent and, so long as no Event of Default has occurred in its sole discretion); and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (iiii) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each such assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and Assumption, together with Acceptance. Nothing contained herein shall limit in any way the right of a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect Lender to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower pledge or assign all or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any portion of its Subsidiaries, rights under this Agreement or any Person who, upon becoming a Lender hereunder, would constitute with respect to any of the foregoing Persons described in this clause Obligations to (ii)x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (iiiy) direct or indirect contractual counterparties in swap agreements relating to a natural Person. (g) In connection with the Loans, provided that any assignment of rights and obligations payment by Borrowers to the assigning Lender in respect of any Defaulting Lender hereunderassigned Obligations in accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Obligations to the extent of such payment, and no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 13.3.1, participations in Swing Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditionsthat: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or and the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, Lender or an Affiliate of a Lender or an Approved Fund administered or managed by with respect to a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) abovedetermined after giving effect to such assignment), the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent Visa Inc. otherwise consents (each such consent not to be unreasonably withheld or delayed).; (cb) Each each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned., except that this clause (b) shall not apply to a Swing Lender’s rights and obligations in respect of Swing Loans without the consent of Visa Inc. which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing; (dc) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) any assignment of a Dollar Revolving Commitment or a Multi-Currency Revolving Commitment must be approved by the consent Administrative Agent, each Swing Lender and, unless an Event of Borrower Agent Default has occurred and is continuing, Visa Inc. (provided that such consent approvals shall not to be unreasonably withheld or delayed) required pursuant to clause unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (b)(iiwhether or not the proposed assignee would otherwise qualify as an Eligible Assignee) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent any assignment by a Swing Lender of Administrative Agent any Commitment to make Swing Loans must be approved by Visa Inc. unless an Event of Default has occurred and is continuing (provided that such consent approval shall not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender.); (ed) The the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee (payable by the assignor Lender or the assignee Lender) in the amount of $3,500; providedU.S.$3,500, however, that unless 2315953_6.doc 87 364-Day Revolving Credit Agreement waived by the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assigneeEligible Assignee, if it is shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.administrative questionnaire; and (fe) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations participations, or other compensating actions, including funding, with the consent of Borrower Agent the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and unfunded participations in accordance with its Applicable PercentageSwing Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law law without compliance with the provisions of this clause (g)paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.3.2, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.4, 3.5 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.3.1 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 13.2. The Administrative Agent is hereby authorized and directed to amend Schedule 1 from time to time to reflect any assignment or transfer pursuant to this Section 13.3.1 or Section 2.28, and the addition of any Lender pursuant to Section 2.27 and to deliver such amended Schedule 1 to the Borrowers and each Lender. 2315953_6.doc 88 364-Day Revolving Credit Agreement

Permitted Assignments. Any Subject to Section 13.4 and the further provisions of this Section 13.3, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks, finance companies, insurance companies or other financial institutions or funds that are engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business or, any other entity (“Purchasers”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit G hereto (an “Assignment”) or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank Agent, the LC Issuer and the Company shall be required prior to an assignment becoming effective, which consent shall not be unreasonably withheld or delayed; provided, that, the consent of America, N.A., as Lender, is at least 50.1% of all Commitments the Company shall not be required for an assignment to (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a LenderLender unless such assignment would result in any Lender holding greater than fifty percent (50%) of the Commitments, no minimum amount need in which case consent of the Company shall be assigned; and required, or (ii) during the continuance of any Default, any other assignee. Each such assignment shall be in any case an amount not described in clause less than the lesser of (i) above$5,000,000 (or its USD Equivalent), or (ii) the aggregate remaining amount of the assigning Lender's Commitment (which for this purpose includes Loans outstanding thereunder) or, if calculated as at the Commitment is not then in effect, the principal outstanding balance date of the Loans of the assigning Lender subject to each such assignment, determined as of the date the ). No Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of permitted by a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Lender that has any Alternate Currency Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: unless (i) the consent of Borrower Agent (such consent not assignee agrees to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during assume the primary syndication entire obligation of the credit facility provided herein; and assignor to make Alternate Currency Loans and agrees to assume all outstanding Alternate Currency Loans and (ii) such assumptions by the consent of Administrative Agent (such consent assignee do not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee result in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) being required to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursAgreement.

Permitted Assignments. Any Lender may at any time may, upon the prior approval of the Administrative Agent and LC Issuers, assign to one or more assignees any affiliate of such Lender all or a portion of its rights respective Commitment, in such a manner as to create privity of contract between such affiliate and obligations under the Loan Documents Borrower and to make such affiliate a Lender for all purposes hereunder. Any Lender may, upon the prior approval of the Administrative Agent and LC Issuers, assign to any entity which meets the following conditions (including “Assignee Lender”) all or a portion of its Commitment respective Commitment, in such a manner as to create privity of contract between such person and the Loans at the time owing Borrower and to it); provided that any make such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of person a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in additionpurposes hereunder: (i) The minimum portion of the consent of Borrower Agent (such consent not total commitment which the assigning Lender may assign to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above an Assignee Lender shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five Five Million Dollars (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and$5,000,000). (ii) Without limiting the power of consent of Administrative Agent in subsection (such consent not to be unreasonably withheld iv) below, an Assignee Lender (or delayedits direct or indirect parent) shall be required if such either (A) a commercial lender organized under the laws of the United States, or any state thereof, and having total assets in excess of Two Billion Dollars ($2,000,000,000) or (B) a commercial bank organized under the laws of any other country which has total assets in excess of Ten Billion Dollars ($10,000,000,000) or (C) any other financial institution which has total assets in excess of Ten Billion Dollars ($10,000,000,000). (iii) The senior unsecured debt of an Assignee Lender (or its direct or indirect parent) shall have a rating of Baa-2 or higher from ▇▇▇▇▇’▇ or a comparable rating agency. (iv) Such assignment is shall have been approved by Administrative Agent and each LC Issuer, which approvals shall not be unreasonably withheld. (v) The Assignee Lender shall have paid to a Person that is not a Lender, the Administrative Agent an Affiliate administrative fee of $3,500.00 to process the admission of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Assignee Lender. (evi) The parties to each assignment Assignee Lender shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in not be the amount Borrower or any of $3,500the Borrower’s Affiliates. (vii) The Borrower’s consent shall have been obtained; provided, however, that Administrative Agent maythat, in its sole discretion, elect to waive such processing and recordation fee in during the case existence of any assignment. The assigneeEvent of Default, if it is the Borrower’s consent shall not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described required in this clause (ii), or (iii) to a natural Person. (g) In connection with any sale, transfer, assignment of rights and obligations or syndication of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to portion of the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent Loan or any Lender hereunder (and Lender’s interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurstherein.

Permitted Assignments. Any Subject to its giving at least two (2) Business Days prior notice to DIP Agent and Borrowers, any DIP Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the DIP Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor DIP Lender’s rights and obligations under the DIP Loan Documents (including all or a portion of its Commitment with respect to the Revolver Loans and the Loans at Letter of Credit Outstandings and, in the time owing case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by DIP Agent in its sole discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a DIP Lender’s rights and obligations under the DIP Loan Documents or an assignment by a DIP Lender to it); provided that another DIP Lender, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank the transferor DIP Lender shall in no event be less than $5,000,000 (unless otherwise agreed by DIP Agent in its sole discretion); and (iii) the parties to each such assignment shall execute and deliver to DIP Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of America, N.A., as Lender, is at least 50.1% of all Commitments Borrowers (i) in except upon and during the case continuance of an assignment Event of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing Default) and DIP Agent shall be required prior to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to an Eligible Assignee that is not a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a DIP Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning DIP Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent of Borrowers and DIP Agent not to be unreasonably withheld or delayed). (c) Each partial assignment . Nothing contained herein shall be made as an assignment limit in any way the right of a proportionate part any DIP Lender to assign all or any portion of all the assigning Lender’s rights and obligations under this Agreement with respect Revolver Loans owing to the Loans it to any Federal Reserve Bank or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required United States Treasury as collateral security pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication Regulation A of the credit facility Board of Governors and any Operating Circular issued by such Federal Reserve Bank; provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lenderthat, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) any payment in respect of such assigned Revolver Loans made by Borrowers to a natural Person. (g) In connection the assigning DIP Lender in accordance with any assignment the terms of rights and this Agreement shall satisfy Borrowers’ obligations hereunder in respect of any Defaulting Lender hereundersuch assigned Revolver Loans to the extent of such payment, but no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning DIP Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Subject to its compliance with SECTION 13.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Outstandings and, in the time owing case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its sole discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 (unless otherwise agreed by Agent in its sole discretion); (iii) the parties to each of Administrative Agent andsuch assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (iv) so long as no Event of Default has occurred and is continuingexists, Borrower Agent otherwise consents Borrowers shall have consented to the assignment in writing prior to such assignment (such which consent shall not to be unreasonably withheld or delayed). (c) Each partial assignment . Nothing contained herein shall be made as an assignment limit in any way the right of a proportionate part Lender to assign all or any portion of all the Obligations owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided that any payment by Borrowers to the assigning Lender’s rights and obligations under Lender in respect of such assigned Obligations in accordance with the terms of this Agreement with shall satisfy Borrowers' obligations hereunder in respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except of such assigned Obligations to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute payment, and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under the Loan Documents (including all Documents, provided unless a Default or a portion of its Commitment Unmatured Default has occurred and the Loans is continuing at the time owing to it); provided that of such assignment, no Lender or other assignee shall acquire rights under any such assignment that would cause the Commitment of such Lender or assignee to be greater than 20% of the Aggregate Commitment. Such assignment shall be subject substantially in the form of Exhibit D or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of America, N.A., as Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof or an Approved Fund; provided, however, that if a Default has occurred and is at least 50.1% continuing, the consent of all Commitments the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $10,000,000 and in increments of $1,000,000 in excess thereof or (ii) the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or or Outstanding Credit Exposure (if the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or Outstanding Credit Exposure (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender has been terminated) subject to each such the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment is delivered to Administrative Agent oror as of the “Trade Date”, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed)assignment. (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any of such Lender’s affiliates or to one or more assignees banks, financial institutions or pension funds, or with the prior approval of the Borrower, which shall not be unreasonably withheld or delayed, any other entity (“Purchasers”) all or a any portion (in an amount no less than $5,000,000) of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that no assignee shall be entitled to receive any greater amount pursuant to Section 3.5 arising from events prior to the date of the assignment than the amount to which such assignor would have been entitled to receive had no assignment occurred, and such assignee is able to deliver the Form W-8BEN or W-8ECI referenced in Section 3.5(d) hereof. Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is then continuing. Such assignment shall be subject substantially in the form of Exhibit D hereto or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of Administrative Agent shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or becoming effective except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, Affiliated Qualified Institution. Such consent shall not be less than $5,000,000 unless each unreasonably withheld. Any Lender may at any time pledge or assign a security interest in all or any portion of Administrative Agent andits rights under this Agreement to secure obligations of such Lender, so long as no Event of Default has occurred including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and is continuing, Borrower Agent otherwise consents (this Section shall not apply to any such consent not to be unreasonably withheld pledge or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect security interest; provided that any foreclosure or similar action by such pledgee or assignee shall be subject to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent provisions of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereofthis Section 12.3.1 concerning assignments; and provided, further, further that consent no such pledge or assignment of Borrower Agent a security interest shall not be required during the primary syndication release a Lender from any of the credit facility provided herein; and (ii) the consent of Administrative Agent (its obligations hereunder or substitute any such consent not to be unreasonably withheld pledgee or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of assignee for such Lender or an Approved Fund administered or managed by as a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignmentparty hereto. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment assignments shall be made (i) to any the Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), Borrower’s Subsidiaries or (iii) to a natural PersonAffiliates. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees all banks or other entities (but not to Whirlpool or any of Whirlpool’s Affiliates or to a natural Person (or a portion holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person)) (“Purchasers”) any part of its rights and obligations under the Loan Documents Documents; provided that, (including i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld, conditioned or delayed) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the Administrative Agent shall otherwise consent (each in their sole discretion), (x) such assigning Lender shall retain after giving effect to such assignment a Commitment which is not less than $15,000,000 (unless such Lender is assigning all or a portion of its Commitment and the Loans at the time owing to itCommitment); provided that any , (y) such assignment shall be subject to in an amount which is not less than $25,000,000 (or, if less, the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal Commitment) and in integral multiples of $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with notice of such assignment at least three Business Days prior to the amount specified in clause effective date thereof (ii) below in which effective date, for the aggregate or in avoidance of doubt, shall be subject to the case of an assignment consents referred to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above), including such information regarding the aggregate amount of the Commitment Purchaser as Whirlpool may reasonably request; provided, however, that if a Default under Section 8.02 or (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption solely with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default Whirlpool) 8.05 or 8.06 has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent Whirlpool shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignmentrequired. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No Each such assignment shall be made (i) substantially in the form of Exhibit C hereto or in such other form as may be agreed to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, by the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursthereto.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("PURCHASERS") all or a portion any part of its Commitment and outstanding Loans, together with its rights and obligations under the Loan Documents with respect thereto; PROVIDED, HOWEVER, that (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any a) each such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of Americaa constant, N.A.and not a varying, as Lender, is at least 50.1% percentage of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be 's rights and obligations so assigned; and (iib) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject being assigned pursuant to each such assignment, assignment (determined as of the date the Assignment and Assumption with respect to of such assignment is delivered to Administrative Agent or, if “Trade Date” is specified assignment) may be in the Assignment and Assumption, as amount of the Trade Date, such Lender's entire Commitment but otherwise shall not be less than $5,000,000 unless each 10,000,000 or an integral multiple of Administrative $1,000,000 in excess of that amount; and (c) notwithstanding the foregoing clause (b), (i) if the assignment is made to a Lender, the amount of the Commitment assigned shall not be less than $1,000,000 or an integral multiple thereof and (ii) if the assignment is made pursuant to SECTION 3.5, the Commitment assigned may be in the amount of the relevant Lender's entire remaining Commitment. Such assignment shall be substantially in the form of EXHIBIT D hereto or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Agent andshall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender; PROVIDED, so long as no Event of HOWEVER, that if a Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of the Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent required. Such consents shall not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lenderwithheld. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any A Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, the transferor Lender is at least 50.1% $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of all Commitments a Lender to pledge or assign any rights under the Loan Documents to (i) in any Federal Reserve Bank or the case of an assignment United States Treasury as collateral security pursuant to Regulation A of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it FRB and any Operating Circular issued by such Federal Reserve Bank, or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below counterparties to swap agreements relating to any Loans; provided, however, (i) such Lender shall remain the holder of its Loans and owner of its interest in the aggregate or in the case any Letter of an assignment to a LenderCredit for all purposes hereunder, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) abovethe Borrowers, Agent, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then other Lenders and Issuing Banks shall continue to deal solely and directly with such Lender in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each connection with such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement with respect Agreement, (iii) any payment by the Loan Parties to the Loans or assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy the Commitment assigned. (d) No consent shall be required for any assignment except Loan Parties’ obligations hereunder to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute payment, and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentageobligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Loans and termination of Commitments pursuant to Section 11.2 in connection with implementation of the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be Reallocation Agreement following a Defaulting Lender for all purposes of this Agreement until such compliance occursDesignation Date.

Permitted Assignments. Any Subject to its compliance with Section 11.3(b), a Lender may may, in accordance with Applicable Law and, as long as no Event of Default is continuing, subject to the consent of the Borrower, which consent shall not unreasonably be withheld, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Obligations and, in the time owing case of a partial assignment, is in a minimum principal amount of $25,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in their discretion) and integral multiples of $5,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 25,000,000 (unless each of otherwise agreed by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Agent otherwise consents in their discretion); and (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (iiii) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording, an Assignment and Assumption, together with Acceptance. Nothing contained herein shall limit in any way the right of a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect Lender to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower pledge or assign all or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any portion of its Subsidiaries, rights under this Agreement or any Person who, upon becoming a Lender hereunder, would constitute with respect to any of the foregoing Persons described Obligations to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided that any payment by the Borrower to the assigning Lender in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations respect of any Defaulting Lender hereunderassigned Obligations in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect of such assigned Obligations to the extent of such payment, and no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, subject to the consent of each Arranger and any other consent required below, in the ordinary course of its business and in accordance with applicable law (and, in the case of any assignment of the Swing Line Commitment, in compliance with Section 13.3.3), at any time assign to one a Qualified Bank (or, while a Default under Section 8.2, 8.5 or more assignees 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or any Affiliate thereof)) (“Purchaser”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit M or in such other form as may be agreed to by the following conditions: parties thereto (a) an “Assignment and Assumption”). Except as otherwise hereinafter provided, the aggregate amount consent of the Commitments retained by Bank Borrower, the Administrative Agent and each of America, N.A., as Lender, is at least 50.1% of all Commitments the Arrangers shall be required prior to an assignment becoming effective with respect to a Purchaser (i) except in the case of an assignment the consent of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of Borrower only, an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a another Lender or an Affiliate of thereof); provided, however, that if a LenderDefault under Section 8.2, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above8.5 or 8.6 has occurred and is continuing, the aggregate amount consent of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, Borrower shall not be less than $5,000,000 unless required. Unless each of the Administrative Agent andand the Borrower otherwise consents (except that, so long as no Event of if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such assignment (other than an assignment of a Competitive Bid Loan) shall (unless it is an assignment of a Lender’s entire interest the Revolving Credit Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Revolving Credit Commitment of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of such Lender’s Revolving Credit Commitment as of the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower, the Administrative Agent otherwise consents (such consent or the Arrangers under this Section 13.3.1 shall not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all , provided, that the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five eight (5) Business Days 8) calendar days after having received written notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any A Lender may at any time assign to one or more assignees all or a portion any Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is the transferor Lender be at least 50.1% of all Commitments $10,000,000 (iunless otherwise agreed by Agent in its discretion); (c) in the case of an assignment each of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, Borrower Agent Holdings otherwise consents consent (each such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights ; and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except the parties to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any each such assignment unless it shall object thereto by written notice execute and deliver to Administrative Agent within five (5) Business Days after having received notice thereofAgent, for its acceptance and recording, an Assignment and Acceptance; and providedprovided that, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an any Affiliate of a Lender. , the consent of Holdings shall not be required. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (ei) The parties any Federal Reserve Bank or the United States Treasury as collateral security pursuant to each assignment shall execute Regulation A of the Board of Governors and deliver any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500swap agreements relating to any Loans; provided, however, that Administrative Agent maythat, any payment by Loan Parties to the assigning Lender in its sole discretion, elect to waive such processing and recordation fee in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause (ii)sentence shall satisfy such Loan Parties’ obligations hereunder to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, with the prior written consent of Administrative Agent and Borrower (which consents shall not be unreasonably withheld or delayed), in accordance with applicable law, at any time assign to one or more assignees banks or other entities (collectively, "Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion Documents, except that no consent of its Commitment and the Loans at the time owing to it); provided that any such assignment Borrower shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of required if an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, continuing and that no consent of Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall ever be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the consent of Borrower Agent (such consent not to be unreasonably withheld assigning Lender or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld pledge or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. No assignment to a Lender. (e) Purchaser shall be for less than $10,000,000 of the Aggregate Commitment. Such assignments and assumptions shall be substantially in the form of Exhibit K hereto. The parties to each assignment Borrower shall execute any and deliver to Administrative Agent an Assignment and Assumptionall documents which are customarily required by such Lender (including, together with without limitation, a processing and recordation fee replacement promissory note or notes in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. forms provided hereunder (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any receipt of the foregoing Persons described in this clause (iioriginal note that is being replaced), or (iiiand a modification to the Mortgages if required by Administrative Agent) in connection with any such assignment, but Borrower shall not be obligated to a natural Person. (g) In pay any fees and expenses incurred by any Lender in connection with any assignment pursuant to this Section. Any Lender selling all or any part of its rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, obligation hereunder in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with a transaction requiring the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or shall pay to the Administrative Agent a fee of $3,500.00 per assignee to reimburse Administrative Agent for its involvement in such assignment, plus the cost of recording fees and taxes applicable to the replacement notes and modification of the Mortgages and any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share applicable endorsement of all Loans in accordance with its Applicable Percentagethe title insurance policies. Notwithstanding anything to the foregoingcontrary in this Agreement or Exhibit K, so long as any portion of the Collateral Pool Assets is located in the event State of Texas, no replacement note or notes will be issued that any assignment of rights and obligations of any Defaulting would require a modification to the Mortgages or such Collateral Pool Assets unless the selling Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender pays for all purposes of this Agreement until such compliance occursreplacement title insurance policies therefor.

Permitted Assignments. Except as otherwise provided in this Agreement, an Owner may not sell, assign, hypothecate, encumber or otherwise transfer any part or all of its interest in the Company except with the consent of a Majority Vote of the Members, which consent may be withheld by such Members in their sole and absolute discretion and without reason or for any reason whatsoever. If the Members consent to the transfer, the interest may only be transferred to the proposed transferee within the time period approved by the Members, or within 90 days of such consent on the proposed terms and price, if later. All costs of the transfer, including reasonable attorneys' fees (if any), shall be borne by the transferring Owner. 10.1.1 Any Lender may at assignment or transfer of a Member's interest provided for by this Agreement can be an assignment or transfer of all of its interest or any time assign to one portion or more assignees part of its interest. 10.1.2 Any transfer of all or a portion part of its rights any Member's interest may be made only pursuant to the terms and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any conditions contained in this Section 10. 10.1.3 Any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate written instrument of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) aboveassignment, the aggregate amount terms of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case contravention of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g)Agreement, then and which has been duly executed by the assignee assignor of such Member's interest and accepted by the Members pursuant to a Majority Vote. 10.1.4 The assignor and assignee shall have executed, acknowledged, and delivered such other instruments as the Members pursuant to a Majority Vote, may deem necessary or desirable to effect such substitution. 10.1.5 Notwithstanding the above, no assignment or transfer shall be deemed allowed to the extent it is prohibited or would cause a default under the Loan Documents. 10.1.6 Notwithstanding the above, no direct or indirect transfer may be a Defaulting Lender for all purposes made in the event the transferee will own more than 49% of this Agreement until the Membership Interests, either directly or indirectly, unless such compliance occurstransfer is conditioned upon the delivery of an acceptable non-consolidation opinion to the holder of the Mortgage Loan and to any applicable rating agency concerning, as applicable, the Company, the new transferee and/or their respective owners.

Permitted Assignments. Any Lender may may, in the ordinary --------------------- course of its business and in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Obligations and, in the time owing case of a partial assignment, is in a minimum principal amount of $10,000,000 and integral multiples of $10,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank the transferor Lender shall in no event be less than $20,000,000; and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of AmericaAgent (and, N.A.provided no Default or Event of Default exists, as LenderBorrowers, is at least 50.1% of all Commitments (iwhich consent shall not be unreasonably withheld or delayed) in the case of shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing becoming effective with respect to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Eligible Assignee which is not a Lender or an Affiliate of a Lender, no minimum amount need and such assignment shall not become effective until such time as notice thereof is given to Borrowers and Agent in substantially the form of Exhibit G attached hereto. In the event any Lender --------- desires to assign to one or more Eligible Assignee for which Borrowers' approval is required, such Lender shall give Borrowers and Agent notice of this intent and Borrowers shall have 20 days to approve the assignment. If Borrowers do not find the participant or assignee to be assigned; and (ii) in any case not described in clause (i) aboveacceptable, the aggregate amount Borrowers may within 120 days of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as terminate this Agreement and indefeasibly pay in full all of the date Obligations without any requirement that they pay the Assignment and Assumption with respect termination charges pursuant to 5.3.2 hereof. If Borrowers do not approve the assignment within such assignment is delivered to Administrative Agent or20-day period, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under then Required Lenders may terminate this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by upon 120 days written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and providedBorrowers. In the event of termination by Required Lenders under this Section, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) no prepayment premium shall be required if such assignment is due or payable. Nothing contained herein shall limit in any way the right of Lenders to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made assign (i) to any Borrower Eligible Assignee all of their rights and obligations under the Loan Documents or any Affiliate or Subsidiary of any Borrower, (ii) all or any portion of the Loans owing to it to any Defaulting Lender Federal Reserve Bank or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any the United States Treasury as collateral security pursuant to Regulation A of the foregoing Persons described Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided that in the case of this clause (ii)) any payment in respect of such assigned Loans made by Borrowers to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Loans to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, but no such assignment shall be effective unless release the assigning Lender from its obligations hereunder. If a Lender (a "Non-continuing Lender") elects not to continue as a Lender at the end of the Original Term or any Renewal Term or as a result of Borrowers' refusal to consent to a participation or assignment by such Lender and untilthe other Lenders wish to continue as Lenders hereunder, in addition upon 120 days prior written notice of such election by the Non-continuing Lender given prior to the other conditions thereto set forth hereinend of the Original Term or any Renewal Term or following receipt of Borrowers' non- approval, the parties remaining Lenders shall purchase the Non-continuing Lender's interest in the Loans and Obligations in an amount equal to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficientprincipal, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent accrued interest and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting fees, if any, of such Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and 's interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights Loans and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of Obligations at such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursdate.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any of such Lender's affiliates or to one or more assignees banks, financial institutions or pension funds, or with the prior approval of the Borrower, which shall not be unreasonably withheld or delayed, any other entity ("Purchasers") all or a any portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that no assignee shall be entitled to receive any greater amount pursuant to Section 3.5 arising from events prior to the date of the assignment than the amount to which such assignor would have been entitled to receive had no assignment occurred, and such assignee is able to deliver the Form W-8BEN or W-8ECI referenced in Section 3.5(iv) hereof. Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is then continuing. Such assignment shall be subject substantially in the form of Exhibit D hereto or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of Administrative Agent shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or becoming effective except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, Affiliated Qualified Institution. Such consent shall not be less than $5,000,000 unless each unreasonably withheld. Any Lender may at any time pledge or assign a security interest in all or any portion of Administrative Agent andits rights under this Agreement to secure obligations of such Lender, so long as no Event of Default has occurred including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and is continuing, Borrower Agent otherwise consents (this Section shall not apply to any such consent not to be unreasonably withheld pledge or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect security interest; provided that any foreclosure or similar action by such pledgee or assignee shall be subject to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent provisions of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereofthis Section 12.3.1 concerning assignments; and provided, further, further that consent no such pledge or assignment of Borrower Agent a security interest shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by release a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or from any of its Subsidiaries, obligations hereunder or substitute any Person who, upon becoming such pledgee or assignee for such Lender as a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Personparty hereto. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to Section 13.3.3 below, a Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, the transferor Lender is at least 50.1% of all Commitments $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the with respect to Dutch Revolver Loans at the time owing to it and Dutch LC Obligations, each applicable Dutch Fronting Bank and applicable Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause delayed) and (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent orU.S. Revolver Loans and U.S. LC Obligations, if “Trade Date” is specified in the Assignment each U.S. Fronting Bank and Assumption, as of the Trade Date, U.S. Swingline Lender have consented thereto (which consent shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). ; and (cd) Each partial the parties to each such assignment shall be made execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as an collateral security to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a proportionate part of all security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the assigning Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement with respect Agreement, (4) any payment by Loan Parties to the Loans or the Commitment assigned. (d) No consent assigning Lender in respect of any Obligations assigned as described in this sentence shall be required for any assignment except satisfy Loan Parties’ obligations hereunder to the extent required by clause (b)(ii) above andof such payment, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be effective entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless and until, in addition the Loan Party Agent agrees otherwise to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee grant of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursassignment.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law (and, in the case of any assignment of the Swing Line Commitment, in compliance with Section 13.3.3), at any time assign to one a Qualified Bank (or, while a Default has occurred and is continuing, to any Person (other than the Company, Borrower or more assignees any Affiliate thereof)) (“Purchaser”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit M or in such other form as may be agreed to by the following conditions: parties thereto (a) an “Assignment and Assumption”). Except as otherwise hereinafter provided, the aggregate amount consent of the Commitments retained by Bank Borrower, the Administrative Agent and each of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of Arrangers shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing becoming effective with respect to it or contemporaneous assignments a Purchaser (except an assignment by a Lender to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate its Affiliates or in the case of the consent of the Borrower only, an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a another Lender or an Affiliate of thereof); provided, however, that if a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such consent assignment (other than an assignment of a Competitive Bid Loan) shall (unless it is an assignment of a Lender’s entire interest the Revolving Credit Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Revolving Credit Commitment of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of such Lender’s Revolving Credit Commitment as of the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower, the Administrative Agent or the Arrangers under this Section 13.3.1 shall not be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all , provided, that the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five eight (5) Business Days 8) calendar days after having received written notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to its compliance with Section 13.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Outstandings and, in the time owing case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its sole discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 (unless otherwise agreed by Agent in its sole discretion); (iii) the parties to each of Administrative Agent andsuch assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (iv) so long as no Event of Default has occurred and is continuingexists, Borrower Agent otherwise consents Borrowers shall have consented to the assignment in writing prior to such assignment (such which consent shall not to be unreasonably withheld or delayed). (c) Each partial assignment . Nothing contained herein shall be made as an assignment limit in any way the right of a proportionate part Lender to assign all or any portion of all the Obligations owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided that any payment by Borrowers to the assigning Lender’s rights and obligations under Lender in respect of such assigned Obligations in accordance with the terms of this Agreement with shall satisfy Borrowers' obligations hereunder in respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except of such assigned Obligations to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute payment, and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under the Loan Documents Documents, provided (including all or a) any such assignment must be of a portion Pro Rata Share of its both the Revolving Credit Commitment and the Loans Facility LC Commitment of such assignor. Such assignment shall be substantially in the form of Exhibit 12.3.1 or in such other form as may be agreed to by the parties thereto and (b) if such Lender shall not have theretofore consented to Section 10.15(b) hereof (by means of executing and delivering a consent to the amendment and restatement of the Existing Facility or otherwise), then any assignee must consent thereto at the time owing of such assignment in a manner reasonably acceptable to it); provided the Agent (it being understood and agreed that any such assignment consent theretofore granted by a Lender shall be subject binding upon all immediate and subsequent assignees holding the interests so assigned). The consent of the Borrower, the Agent, the Swing Line Lender and each Issuer shall be required prior to an assignment becoming effective; provided if a Default has occurred and is continuing, or if the assignment is to a Lender or an Affiliate thereof, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed; provided, however, that in the event that the prospective assignee is unable or unwilling to deliver to the following conditions: Borrower Forms W-8BEN or W-8ECI (aor successor forms, as applicable) the aggregate amount demonstrating such assignee’s exemption from United States Taxes with respect to all interest payments to be made to such assignee hereunder, then such inability or unwillingness shall constitute a reasonable basis for refusing to consent to such transfer. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Commitments retained by Bank Borrower and the Agent otherwise consents) be in an amount not less than the lesser of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in $5,000,000 or (ii) the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans (calculated as at the time owing to it date of such assignment) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause outstanding Credit Extensions (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (iibeen terminated), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases otherwise agreed by the assignee of participations or other compensating actions, including funding, with Borrower and the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to its compliance with Section 11.3(b), a Lender may may, in accordance with Applicable Law and, as long as no Event of Default is continuing, subject to the consent of the Borrower, which consent shall not unreasonably be withheld, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Obligations and, in the time owing case of a partial assignment, is in a minimum principal amount of $25,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in their discretion) and integral multiples of $5,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 25,000,000 (unless each of otherwise agreed by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Agent otherwise consents in their discretion); and (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (iiii) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording, an Assignment and Assumption, together with Acceptance. Nothing contained herein shall limit in any way the right of a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect Lender to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower pledge or assign all or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any portion of its Subsidiaries, rights under this Agreement or any Person who, upon becoming a Lender hereunder, would constitute with respect to any of the foregoing Persons described Obligations to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided that any payment by the Borrower to the assigning Lender in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations respect of any Defaulting Lender hereunderassigned Obligations in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Obligations to the extent of such payment, and no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any A Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, the transferor Lender is at least 50.1% of all Commitments $10,000,000 (iunless otherwise agreed by Agent in its discretion); (c) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and AssumptionAcceptance and (d) no Lender shall assign its Revolving Commitment (and corresponding Revolver Loans) or Term Loan without a Pro Rata portion of its Term Loan or Revolving Commitment (and corresponding Revolver Loans), together with as applicable. Nothing herein shall limit the right of a processing Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and recordation fee in the amount of $3,500any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that Administrative Agent may, any payment by Borrowers to the assigning Lender in its sole discretion, elect to waive such processing and recordation fee in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause (ii)sentence shall satisfy Borrowers’ obligations hereunder to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentageobligations hereunder. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the other provisions of this clause (g)Agreement to the contrary, then the assignee no Lender may sell, assign or transfer all or any part of such interest shall be deemed to be a Defaulting Lender for all purposes of its rights, benefits or obligations under this Agreement until or the other Loan Documents if such compliance occurssale, assignment or transfer would result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit C or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment Issuer (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, consent shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if prior to an assignment becoming effective with respect to any Purchaser. The consents of the Borrower, the Administrative Agent and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed by any such party) shall be required prior to an assignment is becoming effective with respect to a Person that Purchaser which is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate thereof; provided that if a Default has occurred and is continuing, the consent of a Lender. (e) The parties to each assignment the Borrower shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500not be required; provided, howeverfurther, that Administrative Agent mayno assignment shall be permitted if, in its sole discretionas of the date thereof, elect to waive such processing and recordation fee any event or circumstance exists which would result in the case of Borrower being obligated to pay any assignmentgreater amount hereunder to the Purchaser than the Borrower is obligated to pay to the assigning Lender. The assignee, if it Each such assignment with US 719308 respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof shall deliver to (unless each of the Borrower and the Administrative Agent otherwise consents) be in an Administrative Questionnaire. amount not less than the lesser of (fi) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans and participations in Letters of Credit and Swing Line Loans (if the Commitments have been terminated). No such assignment shall be made to (iA) to any the Borrower or any Affiliate of the Borrower’s Affiliates or Subsidiary of any Borrower, Subsidiaries or (iiB) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (iiB), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks, finance companies, insurance companies or other financial institutions or funds that are engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business or, after the occurrence of any Default, any other entity ("PURCHASERS") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit H hereto (an "ASSIGNMENT") or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of AmericaCompany, N.A.the Administrative Agent, as Lender, is at least 50.1% of all Commitments (i) in and the case of Syndication Agent with respect thereto shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing becoming effective with respect to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Purchaser which is not a Lender, an Affiliate of thereof (which Affiliate is a bank, finance company, insurance company or other financial institution) or a special purpose vehicle administered or sponsored by any such Lender or an Approved Fund administered Affiliate that is engaged in making, purchasing or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) otherwise investing in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified commercial loans in the Assignment and Assumptionordinary course of its business; provided, as of the Trade Datehowever, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of that if a Default has occurred and is continuing, Borrower Agent otherwise consents (such the consent of the Company shall not to be required. Such consent by the Company and the Agents shall not be unreasonably withheld or delayed). . Each such assignment (cother than an assignment to another Lender or an Affiliate thereof) Each partial assignment shall be made as in an assignment amount not less than the lesser of a proportionate part (i) $10,000,000 and in integral multiples of all $1,000,000 thereafter unless otherwise agreed to by the Administrative Agent and, if no Default has occurred and is continuing, the Company, or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment). If any Lender assigns a part of its rights and obligations in respect of Revolving Credit Loans and/or Revolving Credit Commitment under this Agreement to a Purchaser, such Lender shall assign proportionate interests in its respective Pro Rata Multicurrency Loans and Multicurrency Commitment in respect of Pro Rata Multicurrency Loans and other related rights and obligations hereunder to such Purchaser, and if any Lender assigns a part of its rights and obligations under this Agreement with in respect to the of its Pro Rata Multicurrency Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, and/or Multicurrency Commitments in addition: (i) the consent respect of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is Pro Rata Multicurrency Loans to a Person that is not a LenderPurchaser, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, assign proportionate interests in its sole discretion, elect Revolving Credit Loans and Revolving Credit Commitments to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative QuestionnairePurchaser. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any (1) A Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (i) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (including all or unless otherwise agreed by Agent and Borrower Agent (unless an Event of Default has occurred and is continuing) in their respective discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a portion of its Commitment Lender’s rights and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, the transferor Lender is at least 50.1% of all Commitments $10,000,000 (i) in the case of unless otherwise agreed by Agent and Borrower Agent (unless an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents ) in their respective discretion); and (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (iiii) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each such assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and AssumptionAcceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, together with a processing and recordation fee in the amount of $3,500or (y) counterparties to swap agreements relating to any Loans; provided, however, that Administrative Agent may, any payment by Obligors to the assigning Lender in its sole discretion, elect to waive such processing and recordation fee in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause (ii)sentence shall satisfy Obligors’ obligations hereunder to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition release the assigning Lender from its obligations hereunder. DB1/ 136236807.8 (2) Notwithstanding anything contained herein to the other conditions thereto set forth hereincontrary, no assignment may be made unless after giving effect thereto: (a) the parties percentage of each U.S. Lender’s U.S. Revolver Commitment to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficientof all U.S. Revolver Commitments equals the percentage of such Lender’s and such Lender’s Affiliates’ and branches’: (1) Canadian Revolver Commitment to the aggregate amount of all Canadian Revolver Commitments, upon distribution thereof as appropriate (which may be outright payment2) U.K./Dutch Revolver Commitment to the aggregate amount of all U.K./Dutch Revolver Commitments, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y3) acquire (and fund as appropriate) its full pro rata share German Revolver Commitment to the aggregate amount of all Loans in accordance with its Applicable Percentage. Notwithstanding German Revolver Commitments; (b) the foregoing, in percentage of each Canadian Lender’s Canadian Revolver Commitment to the event that any assignment aggregate amount of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with all Canadian Revolver Commitments equals the provisions of this clause (g), then the assignee percentage of such interest shall be deemed Lender’s and such Lender’s Affiliates’ and branches’: (1) U.S. Revolver Commitment to be a Defaulting Lender for the aggregate amount of all purposes U.S. Revolver Commitments, (2) U.K./Dutch Revolver Commitment to the aggregate amount of this Agreement until all U.K./Dutch Revolver Commitments, and (3) German Revolver Commitment to the aggregate amount of all German Revolver Commitments; (c) the percentage of each German Lender’s German Revolver Commitment to the aggregate amount of all German Revolver Commitments equals the percentage of such compliance occursLender’s and such ▇▇▇▇▇▇’s Affiliates’ and branches’: (1) U.S. Revolver Commitment to the aggregate amount of all U.S. Revolver Commitments, (2) U.K./Dutch Revolver Commitment to the aggregate amount of all U.K./Dutch Revolver Commitments, and (3) Canadian Revolver Commitment to the aggregate amount of all Canadian Revolver Commitments; and (d) the percentage of each U.K./Dutch Lender’s U.K./Dutch Revolver Commitment to the aggregate amount of all U.K./Dutch Revolver Commitments equals the percentage of such Lender’s and such Lender’s Affiliates’ and branches’: (1) U.S. Revolver Commitment to the aggregate amount of all U.S. Revolver Commitments, (2) Canadian Revolver Commitment to the aggregate amount of all Canadian Revolver Commitments, and (3) German Revolver Commitment to the aggregate amount of all German Revolver Commitments.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other Persons (“Purchasers”) all or a portion any part of its Revolving Loan Commitment and outstanding Loans and interests in the Letters of Credit, together with its rights and obligations under the Loan Documents with respect thereof; provided, however, that (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any i) each such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of Americaa constant, N.A., as Lender, is at least 50.1% and not a varying percentage of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause rights and obligations so assigned; (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Revolving Loan Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject being assigned pursuant to each such assignment, assignment (determined as of the date the Assignment and Assumption with respect to of such assignment is delivered to Administrative Agent or, if “Trade Date” is specified assignment) may be in the Assignment and Assumption, as amount of the Trade Date, such Lender’s entire Revolving Loan Commitment but otherwise shall not be less than $5,000,000 unless or an integral multiple of $1,000,000 in excess of that amount; and (iii) notwithstanding the foregoing clause (ii), (A) if the assignment is made to a Lender, the amount of the Revolving Loan Commitment assigned shall not be less than $5,000,000 or an integral multiple thereof and (B) if the assignment is made pursuant to Section 3.14, the Revolving Loan Commitment assigned may be in the amount of the relevant Lender’s entire remaining Revolving Loan Commitment; (iii) the amount of the Term A Loans or Term B Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the amount of such Lender’s entire Term B Loans but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (iv) notwithstanding the foregoing clause (iii), (A) if the assignment is made to a Lender, the amount of the Term A Loans or Term B Loans assigned shall not be less than $5,000,000 or an integral multiple thereof and (B) if the assignment is made pursuant to Section 3.14, Term A Loans or Term B Loans assigned may be in the amount of the relevant Lender’s entire remaining outstanding principal amount of such Term A Loans or Term B Loans. Any such assignment shall be substantially in the form of Exhibit E hereto or in such other form as may be agreed to by the parties thereto. The consent of the Senior Administrative Agent and, so shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender. Such consent shall not be unreasonably withheld. So long as no Potential Default or Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial any assignment of Revolving Loans and Revolving Loan Commitments shall be made as to an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedEligible Assignee. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to its compliance with Section 14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Obligations and, in the time owing case of a partial assignment, is in a minimum principal amount of $5,000,000 (or $1,000,000 in the case of an assignment between Lenders), in either case unless otherwise agreed by Agent in its sole discretion, and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 (unless each of Administrative otherwise agreed by Agent and, so long as no Event of Default has occurred in its sole discretion); and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (iiii) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each such assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and Assumption, together with Acceptance. Nothing contained herein shall limit in any way the right of a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect Lender to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower pledge or assign all or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any portion of its Subsidiaries, rights under this Agreement or any Person who, upon becoming a Lender hereunder, would constitute with respect to any of the foregoing Persons described in this clause Obligations to (ii)x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (iiiy) direct or indirect contractual counterparties in swap agreements relating to a natural Person. (g) In connection with the Loans, provided that any assignment of rights and obligations payment by Borrowers to the assigning Lender in respect of any Defaulting Lender hereunderassigned Obligations in accordance with the terms of this Agreement shall satisfy Borrowers’ obligations hereunder in respect of such assigned Obligations to the extent of such payment, and no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law (and, in the case of any assignment of the Swing Line Commitment, in compliance with Section 13.3.3), at any time assign to one or more assignees a Qualified Bank ("Purchaser") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit M or in such other form as may be agreed to by the parties thereto. Except as otherwise hereinafter provided, the consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a portion Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required, including with respect to clause (b) below), (a) each such assignment (other than an assignment of a Competitive Bid Loan) shall be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Commitment of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) fifty percent (50%) of such Lender's Commitment as of the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing). Notwithstanding the foregoing, if the Obligations shall become due and payable, whether at maturity or by acceleration or otherwise, or any payment of principal or interest hereunder shall not be paid within 45 days after such payment shall be due, any Lender may assign all or (subject to the Administrative Agent's consent to any assignment that does not comply with the limitations contained in clause (a) above) any part of its rights and obligations under the Loan Documents to any Person (including all other than the Borrower, the Company or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount Affiliate of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment Borrower or of the entire remaining amount Company) without consent by the Borrower or the Administrative Agent. Any consents of the assigning Lender’s Commitment and/or Borrower or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, under this Section 13.3.1 shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to its compliance with Section 11.3(b), a Lender may may, in accordance with Applicable Law and, as long as no Event of Default is continuing, subject to the consent of the Borrower, which consent shall not unreasonably be withheld, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at LC Obligations and, in the time owing case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in their discretion) and integral multiples of $5,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 25,000,000 (unless each of otherwise agreed by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Agent otherwise consents in their discretion); and (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (iiii) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording, an Assignment and Assumption, together with Acceptance. Nothing contained herein shall limit in any way the right of a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect Lender to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower pledge or assign all or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any portion of its Subsidiaries, rights under this Agreement or any Person who, upon becoming a Lender hereunder, would constitute with respect to any of the foregoing Persons described Obligations to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided that any payment by the Borrower to the assigning Lender in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations respect of any Defaulting Lender hereunderassigned Obligations in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Obligations to the extent of such payment, and no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Except as otherwise provided in this Agreement, --------------------- the Manager may not sell, assign, hypothecate, encumber or otherwise transfer any part or all of its interest in the Company except with the consent of a Majority Vote of the Members, which consent may be withheld by such Members in their sole and absolute discretion and without reason or for any reason whatsoever. If the Members consent to the transfer, the interest may only be sold to the proposed transferee within the time period approved by the Members, or within 90 days of such consent on the proposed terms and price, if later. All costs of the transfer, including reasonable attorneys' fees (if any), shall be borne by the transferring Manager. 10.1.1 Any Lender may at assignment or transfer of the Manager's interest provided for by this Agreement can be an assignment or transfer of all of its interest or any time assign to one portion or more assignees part of its interest. 10.1.2 Any transfer of all or a portion part of its rights any Manager's interest may be made only pursuant to the terms and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any conditions contained in this Section 10. 10.1.3 Any such assignment shall be subject by a written instrument of assignment, the terms of which are not in contravention of any of the provisions of this Agreement, and which has been duly executed by the assignor of such Manager's interest and accepted by the Members pursuant to a Majority Vote. 10.1.4 The assignor and assignee shall have executed, acknowledged, and delivered such other instruments as the Members pursuant to a Majority Vote, may deem necessary or desirable to effect such substitution, which may include an opinion of counsel regarding the effect and legality of any such proposed transfer, and which shall include the written acceptance and adoption by the assignee of the provisions of this Agreement. 10.1.5 Notwithstanding the foregoing Sections 10.1.1 - 10.1.4, and anything to the following conditions: contrary in this Agreement, the Manager or its Affiliates may sell, assign, hypothecate, encumber or otherwise transfer any part or all of its interest in the Company received in consideration for funds advanced to the Company in accordance with Section 3.3, provided that: (a) the aggregate amount of the Commitments retained by Bank of AmericaManager, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment its Affiliates and/or the Loans at transferee are responsible for all transfer costs including the time owing Company's legal fees and costs; (b) such transferee agrees to it or contemporaneous assignments be bound by this Agreement; (c) such transfer complies with all requirements pursuant to related Approved Funds that equal at least the amount specified in clause Act, and all applicable federal and state securities laws; and (iid) below in the aggregate or in the case of an assignment to a Lender, such transferee is an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed)Manager. (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any In addition to the assignments permitted in Section 13.1 hereof, any Lender may may, in the ordinary course of its business, with the prior written consent of the Agent, which consent shall not be unreasonably withheld, and in accordance with applicable law, at any time time, assign to one or more assignees all or a any portion of its rights and obligations under the Loan Documents pursuant to an assignment agreement substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that (including a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or the remaining amount of the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned, and (c) any Lender wishing to assign all or a portion of its Commitment and who has received a bonafide offer to purchase all or a portion of its Commitment must first offer to assign such Commitment, or portion thereof, for the Loans at the same sum as set forth in said offer, by written notice to all other Lenders, followed by ten (10) Business Days during which time owing to it); provided that any such assignment shall be subject other Lender may by written notice to the following conditions: assigning Lender as well as the Agent exercise its right of first refusal to purchase such Commitment, or portion thereof. In the event more than one (a1) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) aboveexercises such right, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) orto be assigned shall be divided equally among such Lenders, if with the Commitment is not then in effect, the principal outstanding balance payment of the Loans of the assigning Lender subject to funds due from each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not purchasing Lender to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or an Approved Fund administered a portion of its Commitment is hereby authorized to disseminate any information it now has or managed hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or other information on the Borrower and the Guarantor, and any Subsidiaries, Qualified Borrowers or Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, NMSI, any regulatory body having jurisdiction over the Agent or the Lenders, and to any other Persons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, it must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, other than participations where such Lender retains full voting control). Notwithstanding the foregoing provision, any assignment by a Lender to another Lender, or an Affiliate thereof, or an Affiliate of a Lender. (e) The parties the assigning Lender shall not be subject to each either the $10,000,000 minimum assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation amount or the fee in Section 13.3.2(b) hereof. If the amount of Aggregate Commitment is reduced, the references to $3,500; provided, however, that Administrative Agent may, 10,000,000 contained in its sole discretion, elect this Section 13.3.1 shall be reduced proportionately. Any Person to waive whom such processing rights and recordation fee in the case of any assignment. The assignee, if it obligations are assigned is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire"Purchaser. (f) No such " Such assignment shall be made substantially in the form of Exhibit D hereto or in such other form as may be agreed to by the parties thereto (i) to any Borrower the "Assignment"). So long as no Default or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender Unmatured Default exists hereunder, would constitute in no event shall NationsBank's Commitment amount be reduced below the largest Commitment amount for any of the foregoing Persons described in this clause (ii), or (iii) to a natural Personother Lenders. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may at any time may, upon the prior approval of Administrative Agent and LC Issuer, assign to one or more assignees any affiliate of such Lender all or a portion of its rights respective Commitment, in such a manner as to create privity of contract between such affiliate and obligations under the Loan Documents Borrower and to make such affiliate a Lender for all purposes hereunder. Any Lender may, upon the prior approval of Administrative Agent and LC Issuer, assign to any entity which meets the following conditions (including “Assignee Lender”) all or a portion of its Commitment respective Commitment, in such a manner as to create privity of contract between such person and the Loans at the time owing Borrower and to it); provided that any make such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of person a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in additionpurposes hereunder: (i) The minimum portion of the consent of Borrower Agent (such consent not total commitment which the assigning Lender may assign to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above an Assignee Lender shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five Five Million Dollars (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and$5,000,000.00). (ii) Without limiting the power of consent of Administrative Agent in subsection (such consent not to be unreasonably withheld iv) below, an Assignee Lender (or delayedits direct or indirect parent) shall be required if such either (A) a commercial lender organized under the laws of the United States, or any state thereof, and having total assets in excess of Two Billion Dollars ($2,000,000,000) or (B) a commercial bank organized under the laws of any other country which has total assets in excess of Ten Billion Dollars ($10,000,000,000) or (C) any other financial institution which has total assets in excess of Ten Billion Dollars ($10,000,000,000). (iii) The senior unsecured debt of an Assignee Lender (or its direct or indirect parent) shall have a rating of Baa-2 or higher from M▇▇▇▇’▇ or a comparable rating agency. (iv) Such assignment is shall have been approved by Administrative Agent and each LC Issuer, which approvals shall not be unreasonably withheld. (v) The Assignee Lender shall have paid to a Person that is not a Lender, the Administrative Agent an Affiliate administrative fee of $3,500.00 to process the admission of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Assignee Lender. (evi) The parties to each assignment Assignee Lender shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount not be Borrower or any of $3,500Borrower’s Affiliates. (vii) Borrower’s consent shall have been obtained; provided, however, that Administrative Agent maythat, in its sole discretion, elect to waive such processing and recordation fee in during the case existence of any assignment. The assigneeEvent of Default, if it is Borrower’s consent shall not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described required in this clause (ii), or (iii) to a natural Person. (g) In connection with any sale, transfer, assignment of rights and obligations or syndication of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to portion of the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent Loan or any Lender hereunder (and Lender’s interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurstherein.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of AmericaFinancing Agreements, N.A., so long as Lender, is at least 50.1% of all Commitments (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the Financing Agreements with respect to the Loans and the Letter of Credit Accommodations and, in the case of a partial assignment, is in a minimum principal amount of $3,000,000 and integral multiples of $100,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender's rights and obligations under the entire remaining Financing Agreements or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of this Agreement retained by the assigning Lender’s Commitment and/or transferor Lender shall in no event be less than $10,000,000; and (iii) the Loans at the time owing parties to it each such assignment shall execute and deliver to Collateral Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agents and, provided no Default or contemporaneous assignments Event of Default exists, Borrowers (which shall not be unreasonably withheld or delayed) -77- 83 shall be required prior to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Eligible Assignee which is not a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made not become effective until such time as notice thereof is given to Borrowers and Agents in substantially the form of EXHIBIT I attached hereto. Nothing contained herein shall limit in any way the right of Lenders to assign (i) to any Borrower Eligible Assignee all of their rights and obligations under the Financing Agreements or any Affiliate or Subsidiary of any Borrower, (ii) all or any portion of the Loans owing to it to any Defaulting Lender Federal Reserve Bank or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any the United States Treasury as collateral security pursuant to Regulation A of the foregoing Persons described Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided that in the case of this clause (ii)) any payment in respect of such assigned Loans made by Borrowers to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Loans to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, but no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to one a Qualified Bank (or, while a Default under Section 8.2, 8.5 or more assignees 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or any Affiliate thereof)) (“Purchaser”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit H or in such other form as may be agreed to by the following conditions: parties thereto (a) an “Assignment and Assumption”). Except as otherwise hereinafter provided, the aggregate amount consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (i) except in the case of an assignment the consent of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of Borrower only, an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a such Lender, another Lender or an Affiliate of such other Lender thereof); provided, however, that if a LenderDefault under Section 8.2, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above8.5 or 8.6 has occurred and is continuing, the aggregate amount consent of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, Borrower shall not be less than $5,000,000 unless required. Unless each of the Administrative Agent andand the Borrower otherwise consents (except that, so long as no Event of if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such assignment shall (unless it is an assignment of a Lender’s entire interest in the Term Loan Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Term Loans of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) twentythirty-five percent (2535%) of the Term Loans held by such Lender on the ClosingAmendment No. 3 Effective Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent otherwise consents (such consent under this Section 13.3.1 shall not to be unreasonably withheld or delayed). delayed (c) Each partial assignment shall be made as an assignment other than, for the avoidance of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for doubt, any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of the Borrower Agent under Section (such consent not to b) of the immediately preceding sentence, which may be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above by the Borrower in its sole discretion), provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five eight (5) Business Days 8) calendar days after having received written notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender Notwithstanding any non-assignment provisions contained in Section 18.1 hereof, AGY, or any permitted assignee or transferee of AGY, may at any time assign to one or more assignees otherwise transfer some or all or a portion of its rights and and/or obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments hereunder (i) in by way of collateral to any Person, or any assignee of such Person, providing financing to AGY, AGY’s Affiliates, or to any such permitted assignee of AGY (collectively, the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it “Financing Sources”) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below to any Person to which AGY, or any permitted assignee or transferee (including a Financing Source) of AGY, assigns, sells, transfers or otherwise conveys all or substantially all of the assets of AGY (whether by merger, recapitalization, stock purchase, sale of assets or otherwise), provided that such acquiring Person agrees with and acknowledges in writing to NVH and its permitted assignees or transferees, if any, that this Agreement shall be binding upon and enforceable against such Person as though such acquiring Person were AGY and that such Person shall perform all of AGY’s obligations hereunder. Notwithstanding any non-assignment provisions contained in Section 18.1 to the aggregate contrary, any Buyer Company, or in the case any permitted assignee or transferee of an assignment to a Lendersuch Buyer Company, an Affiliate may assign or otherwise transfer some or all of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause its rights and/or obligations hereunder (i) above, the aggregate amount by way of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented collateral to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate financing source of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any BorrowerBuyer Company, (ii) to any Defaulting Lender Affiliate of such Buyer Company, provided that (x) such Affiliate shall agree with AGY and its permitted assignees or transferees, if any, in writing to assume such Buyer Company’s obligations hereunder and (y) any such assignment to an Affiliate of such Buyer Company shall not relieve such Buyer Company from its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), obligations hereunder or (iii) to any Person to which any Buyer Company, or any permitted assignee or transferee of such Buyer Company, assigns, sells, transfers or otherwise conveys all or substantially all of the assets of such Buyer Company; provided that such acquiring Person agrees with and acknowledges in writing to AGY and its permitted assignees or transferees, if any, that this Agreement shall be binding upon and enforceable against such Person as though such acquiring entity were a natural Person. (g) In connection with any Buyer Company hereunder and that such Person shall perform all of such Buyer Company’s obligations hereunder. To the extent that assignment of rights and obligations and/or transfer of any Defaulting Lender hereunderof the rights, no such assignment privileges, and/or obligations is permitted, this Agreement shall be effective unless binding on, and untilexcept as otherwise expressly provided, in addition shall inure to the other conditions thereto set forth hereinbenefit of, the parties to legal successors, assigns, or representatives of the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursParties.

Permitted Assignments. Any (a) A Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its reasonable discretion) and integral multiples of $5,000,000 in excess of those amounts; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, the transferor Lender is at least 50.1% of all Commitments $5,000,000 (iunless otherwise agreed by Agent in its reasonable discretion); and (c) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and AssumptionAcceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to secure obligations of such Lender, together with including a processing and recordation fee in the amount of $3,500pledge or assignment to a Federal Reserve Bank or any central bank; provided, however, that Administrative Agent may, in no such pledge or assignment shall release the Lender from its sole discretion, elect to waive obligations hereunder nor substitute the pledge or assignee for such processing and recordation fee in the case of any assignment. The assignee, if it is not Lender as a Lender, shall deliver to Administrative Agent an Administrative Questionnaireparty hereto. (fb) No Upon written request by any Lender to the Agent (with such assignment shall be made (iwritten request being concurrently delivered to the Borrower Agent) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of pursuant to this Section 13.3 or any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition participation pursuant to the other conditions thereto set forth hereinSection 13.2, the parties to the assignment Agent shall make available to such additional payments Lender the list of Disqualified Institutions at the relevant time, and such Lender may provide the list to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the any potential assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans participant on a confidential basis in accordance with its Applicable Percentage. Notwithstanding Section 14.12 for the foregoing, in the event that any assignment purpose of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of verifying whether such interest shall be deemed to be Person is a Defaulting Lender for all purposes of this Agreement until such compliance occursDisqualified Institution.

Permitted Assignments. Any A Lender may at any time assign to one or more assignees all or a portion any Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the aggregate transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of the Commitments retained $5,000,000 (unless otherwise agreed by Bank Administrative Agent in its discretion) and integral multiples of America, N.A., as Lender, is at least 50.1% $1,000,000 in excess of all Commitments that amount; (ib) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate whole of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above’s rights and obligations, the aggregate amount of the Commitment Revolver Commitments retained by the transferor Lender be at least $5,000,000 (which for this purpose includes Loans outstanding thereunderunless otherwise agreed by Administrative Agent in its discretion); (c) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignmentassignment shall execute and deliver to Administrative Agent, determined as of the date the for its acceptance and recording, an Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment Acceptance; and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each (d) prior written consent of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause and, prior written consent of the Borrower Agent (b)(ii) above which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent given if no objection is made within five two (52) Business Days after having received notice thereof; of the proposed assignment and provided, furtherthat such approval shall not be required during the initial syndication of the Loans until a successful syndication is achieved (as defined in the Fee Letter) or at any time that an Event of Default exists) shall have been obtained by the assigning Lender; provided, that the consent of Administrative Agent and Borrower Agent shall not be required during for assignments between Lenders. Nothing herein shall limit the primary syndication right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the credit facility provided herein; and Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (ii) the consent of Administrative Agent (such consent not counterparties to be unreasonably withheld or delayed) shall be required if such assignment is swap agreements relating to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500any Loans; provided, however, that Administrative Agent may, any payment by Borrowers to the assigning Lender in its sole discretion, elect to waive such processing and recordation fee in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause (ii)sentence shall satisfy Borrowers’ obligations hereunder to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any A Lender may at any time assign to one or more assignees all or a portion any Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent, and so long as no Event of Default under Section 11.1(a) or (j) has occurred or is continuing, Administrative Borrower in their discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, the transferor Lender is at least 50.1% of all Commitments $10,000,000 (iunless otherwise agreed by Agent in its Permitted Discretion); (c) in reserved; (d) the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and Assumption, together with a processing Acceptance; and recordation fee (e) such assignment shall be recorded in the amount Register. Nothing herein shall limit the right of $3,500a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board and any 165 Operating Circular issued by such Federal Reserve Bank or to any central bank having authority over such Lender in accordance with Applicable Law, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that Administrative Agent may, any payment by Loan Parties to the assigning Lender in its sole discretion, elect to waive such processing and recordation fee in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause (ii)sentence shall satisfy such Loan Parties’ obligations hereunder to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, release the assigning Lender from its obligations hereunder. Notwithstanding anything contained in addition this Agreement to the other conditions thereto set forth hereincontrary, no Lender shall need the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the prior consent of Administrative Borrower or Agent to consolidate with or merge into any other Person or to convey or transfer all or substantially all of its properties and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, assets to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursPerson.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities (“Purchasers”) which is not an Ineligible Institution all or a portion of its rights and obligations under the Loan Documents this Agreement (including all or a portion of including, without limitation, its Commitment and the all Loans at the time owing to it); provided that any such ) in accordance with the provisions of this Section 13.3. Each assignment shall be subject to the following conditions: (a) the aggregate amount of a constant, and not a varying, ratable percentage of all of the Commitments retained by Bank rights and obligations of America, N.A., as Lender, is at least 50.1% of all Commitments (i) any assigning Lender under this Agreement. Such assignment shall be substantially in the case form of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need Exhibit C hereto and shall not be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to permitted hereunder unless such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as either for all of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement the Loan Documents or, except for assignments to another Lender, an Affiliate thereof or an Approved Fund, involves loans and commitments in an aggregate amount of at least $5,000,000. Notice to the Global Administrative Agent shall be required prior to any assignment becoming effective and the consent of the Global Administrative Agent (which consent will not be unreasonably withheld, conditioned or delayed) shall be required prior to any assignment becoming effective with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) a Purchaser which is not a Lender and the consent of Borrower Agent Harley (such which consent will not to be unreasonably withheld withheld, conditioned or delayed) required pursuant to clause (b)(ii) above ; provided that Harley shall be deemed to have consented to any such assignment (excluding, for the avoidance of doubt, any assignment or purported assignment to an Ineligible Institution) unless it shall object thereto by written notice to the Global Administrative Agent within five ten (510) Business Days after having received written notice thereof; and provided, further, that consent of Borrower Agent shall not be required during thereof from the primary syndication of the credit facility provided herein; and (ii) the consent of Global Administrative Agent (such consent not to be unreasonably withheld or delayedAgent) shall be required if prior to an assignment becoming effective unless (A) a Default shall have occurred and be continuing at such assignment time or (B) the Purchaser is to a Person that is not a Lender, an Affiliate of such Lender thereof or an Approved Fund administered Fund; provided that, notwithstanding the preceding clause (B), (1) the Purchaser with respect to any assignment that does not require Harley’s consent under the preceding clause (B) shall nevertheless provide written notice to Harley thereof prior to, or managed by a Lender or an Affiliate promptly after, such assignment and (2) the consent of a Lender. (e) The parties Harley shall be required prior to each any assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee resulting in the amount of $3,500; providedapplicable Purchaser, howevercollectively with its Affiliates and affiliated Approved Funds, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent holding Commitments in an aggregate amount sufficientgreater than 15% of the Aggregate Commitment at such time (or, upon distribution thereof as appropriate (which may be outright paymentif the Commitments shall have been terminated, purchases by the assignee of participations or other compensating actionssuch Purchaser, including fundingcollectively with its Affiliates and affiliated Approved Funds, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of would hold Loans previously requested but not funded by the Defaulting Lender, aggregating to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy more than 15% in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share principal amount of all outstanding Loans in accordance with its Applicable Percentageat such time). Notwithstanding the foregoing, in the event It is understood and agreed that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest it shall be deemed reasonable for Harley to be consider a Defaulting Lender proposed Purchaser’s right to require reimbursement for all purposes of this Agreement until such compliance occursincremental increased costs pursuant to Article III when determining whether to consent to any applicable assignment.

Permitted Assignments. Any At any time after the Execution Date, any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including all or a portion of its Commitment and the Loans at the time owing Notes payable to it, its Facilities and its Loans); , provided that any such the terms of assignment shall be subject to satisfy the following conditions: (a) requirements: Administrative Agent shall have accepted the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, which acceptance shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500withheld; provided, however, that if the Facilities have been terminated and the Loan Obligations accelerated by the Required Lenders, then Administrative Agent's consent shall not be required; and provided further, however an assignment from a Lender to an Affiliate of such Lender shall not require the prior written acceptance of Administrative Agent, but such Lender shall give prior written notice of such assignment to Administrative Agent mayand such assignment shall otherwise be subject to all of the terms and provisions of this Section and this Agreement. Each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement. For each assignment involving the issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance in its sole discretionthe form of Exhibit 0 together with any Note subject to such assignment and a processing fee of $4,000. The minimum Facility which shall be assigned (which shall include the applicable portion of the assigning Lender's Revolving Loan Facility, elect to waive such processing and recordation fee Floorplan Loan Facility and the Letter of Credit Facility, (and in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share Swingline Facility and the Interim Floorplan Loan Facility)) is Five Million Dollars ($5,000,000) or such lesser amount which constitutes such Lender's entire Facility; provided, however, that no such minimum shall apply between a Lender and its Affiliates, or between one Lender and another Lender or to an assignment of Loans previously requested but not funded by all of a Lender's rights and obligations under this Agreement. The assignee shall have an office located in the Defaulting LenderUnited States and is otherwise an Eligible Assignee. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to each the extent of which such assignment, have the applicable assignee obligations, rights, and assignor hereby irrevocably consent)benefits of a Lender hereunder and the assigning Lender shall, to (x) pay the extent of such assignment, relinquish its rights and satisfy in full all payment liabilities then owed by such Defaulting Lender be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section, the assignor, Administrative Agent and Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the Laws of the United States or any Lender hereunder (a State thereof, it shall deliver to Borrower and interest accrued thereon) and (y) acquire (and fund Administrative Agent certification as appropriate) its full pro rata share to the exemption from deduction or withholding of all Loans Taxes in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursSection 0.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it)Credit Documents; provided provided, however, that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by entity which is not a Lender or an Affiliate of a Lender, no such assignment shall be in a minimum amount need be assigned; and of the lesser of (i) $5,000,000.00 and (ii) in any case not described in clause (i) above, the aggregate amount all of such Lender's Commitments and Advances of the Commitment (which for this purpose includes Loans outstanding thereunder) orClass being assigned. Subject to the minimum amount set forth in the preceding sentence, any Lender making such an assignment may assign any percentage of a Class of Advances and its Commitments related thereto without respect to the percentage assigned, if any, of any other Class of Advances and related Commitments. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swingline Bank to assign a portion of such Swingline Bank's Swingline Advances to the Commitment is not then in effect, the principal outstanding balance assignee or an appropriate affiliate of the Loans assignee equal to the same portion of the assigning Lender subject Revolving A Commitments and Revolving A Advances sold to each such assignment, determined as Assignee. No Swingline Bank may assign any portion of its Swingline Advances unless it or its affiliate which has a Revolving A Commitment assigns the same portion of such Lender's Revolving A Commitments and Revolving A Advances to the Person or an affiliate of the date Person purchasing the assignment from such Swingline Bank. Such assignment shall be made pursuant to an Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified Acceptance substantially in the form of Exhibit A or in such other form as may be agreed to by the parties thereto ("Assignment and Assumption, as Acceptance"). The consent of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment the Company shall be made as required prior to an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement becoming effective with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that Purchaser which is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lenderthereof. Such consent shall not be unreasonably withheld. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to its giving at least 2 Business Days notice to Agent, any Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan DIP Financing Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the DIP Financing Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject with respect to the following conditions: Revolver Loans and, in the case of a partial assignment, is in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; (aii) except in the case of an assignment in whole of a Lender's rights and obligations under the DIP Financing Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) the transferor Lender shall in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not event be less than $5,000,000 unless 500,000; and (iii) the parties to each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. No assignment shall become effective until such time as notice thereof is given to Borrower and Agent in substantially the form of EXHIBIT E attached hereto. Nothing contained herein shall limit in any way the right of Lenders to assign all or any portion of the Revolver Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Revolver Loans made as an assignment of a proportionate part of all by Borrower to the assigning Lender’s rights and obligations under Lender in accordance with the terms of this Agreement with shall satisfy Borrower's obligations hereunder in respect to the of such assigned Revolver Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above andof such payment, in addition: (i) but no such assignment shall release the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above assigning Lender from its obligations hereunder. Each assignee shall be deemed to have consented and be subject to, and to any such assignment unless it shall object thereto be bound by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and providedthe terms of, further, that consent of Borrower Agent shall not be required during the primary syndication all of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a LenderDIP Financing Documents. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities other than the Borrower or any of its Affiliates (“Purchasers”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit C or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of America, N.A., as Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, is at least 50.1% of all Commitments an Affiliate thereof or an Approved Fund; provided, however, that (i) in if a Default or an Unmatured Default has occurred and is continuing, the case of an assignment consent of the entire Borrower shall not be required and (ii) such consent shall be deemed to have been given if the Borrower has not responded within five Business Days of the Borrower’s receipt of a written notice requesting such consent. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $1,000,000 and in increments of $1,000,000 in excess thereof (with contemporaneous assignments to two or more Approved Funds being combined for the purpose of determining whether the minimum assignment requirement is met) or (ii) the remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate Outstanding Credit Exposure. The amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if assignment shall be based on the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender Outstanding Credit Exposure subject to each such the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment is delivered to Administrative Agent oror as of the “Trade Date”, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed)assignment. (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees all banks or other entities (but not to Whirlpool or any of Whirlpool’s Affiliates or to a natural Person (or a portion holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) (“Purchasers”) any part of its rights and obligations under the Loan Documents Documents; provided that, (including i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld, conditioned or delayed) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the Administrative Agent shall otherwise consent (each in their sole discretion), (x) such assigning Lender shall retain after giving effect to such assignment a Commitment which is not less than $15,000,000 (unless such Lender is assigning all or a portion of its Commitment and the Loans at the time owing to itCommitment); provided that any , (y) such assignment shall be subject to in an amount which is not less than $25,000,000 (or, if less, the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal Commitment) and in integral multiples of $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with notice of such assignment at least three Business Days prior to the amount specified in clause effective date thereof (ii) below in which effective date, for the aggregate or in avoidance of doubt, shall be subject to the case of an assignment consents referred to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above), including such information regarding the aggregate amount of the Commitment Purchaser as Whirlpool may reasonably request; provided, however, that (which for this purpose includes Loans outstanding thereunder1) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption a Default under Section 8.02 or (solely with respect to such assignment Whirlpool) 8.05 or 8.06 has occurred and is delivered to Administrative Agent orcontinuing, if “Trade Date” is specified in the Assignment and Assumption, as consent of the Trade Date, Whirlpool shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of required and (2) if any Default has occurred and is continuing, Borrower Agent otherwise consents (such the consent of Whirlpool shall not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is commercial bank, trust company or insurance company with capital and surplus of not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of less than $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment500,000,000. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No Each such assignment shall be made (i) substantially in the form of Exhibit C hereto or in such other form as may be agreed to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, by the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursthereto.

Permitted Assignments. Any A Lender may at any time assign to one or more assignees all or a portion any Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (x) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (including all unless otherwise agreed by Agent, and so long as no Event of Default under Section 11.1(a) or (j) has occurred or is continuing, Administrative Borrower in their discretion) and integral multiples of $1,000,000 in excess of that amount; (y) except in the case of an assignment in whole of a portion of its Commitment Lender’s rights and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) obligations, the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, the transferor Lender is at least 50.1% of all Commitments $10,000,000 (iunless otherwise agreed by Agent in its Permitted Discretion); (c) in reserved; (d) the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and Assumption, together with a processing Acceptance; and recordation fee (e) such assignment shall be recorded in the amount Register. Nothing herein shall limit the right of $3,500a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank or to any central bank having authority over such Lender in accordance with Applicable Law, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that Administrative Agent may, any payment by Loan Parties to the assigning Lender in its sole discretion, elect to waive such processing and recordation fee in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause (ii)sentence shall satisfy such Loan Parties’ obligations hereunder to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, release the assigning Lender from its obligations hereunder. Notwithstanding anything contained in addition this Agreement to the other conditions thereto set forth hereincontrary, no Lender shall need the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the prior consent of Administrative Borrower or Agent to consolidate with or merge into any other Person or to convey or transfer all or substantially all of its properties and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, assets to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursPerson.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit C or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in Borrower and the case of Administrative Agent shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of Purchaser which is not a Lender or an Approved Fund administered or managed by affiliate thereof; provided, however, that if a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, the consent of the Borrower Agent otherwise consents (such shall not be required. Such consent shall not to be unreasonably withheld or delayed). (c) . Each partial such assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to a Purchaser which is not a Lender or an affiliate thereof shall (unless each of the Loans or Borrower and the Commitment assigned. (dAdministrative Agent otherwise consents) No consent shall be required for any assignment except to in an amount not less than the extent required by clause (b)(ii) above and, in addition: lesser of (i) the consent of Borrower Agent (such consent not to be unreasonably withheld $5,000,000.00 or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Upon (i) delivery to the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, of an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumptionassignment, together with any consents required by this Section, and (ii) payment of a processing and recordation $3,500 fee in to the amount of $3,500; provided, however, that Administrative Agent mayfor processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be made (i) to any Borrower or any Affiliate or Subsidiary "plan assets" under ERISA. On and after the effective date of any Borrowersuch assignment, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming such Purchaser shall for all purposes be a Lender hereunder, would constitute party to this Agreement and any other Loan Document executed by or on behalf of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of Lenders and shall have all the rights and obligations of any Defaulting a Lender hereunderunder the Loan Documents, to the same extent as if it were an original party hereto, and no such assignment further consent or action by the Borrower, the Lenders or the Administrative Agent shall be effective unless required to release the transferor Lender with respect such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section, the transferor Lender, the Administrative Agent and untilthe 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 addition each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursassignment.

Permitted Assignments. Any Lender may may, subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to one a Qualified Bank (or, while a Default under Section 8.2, 8.5 or more assignees 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or any Affiliate thereof)) (“Purchaser”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) substantially in the case form of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate Exhibit H or in such other form as may be agreed to by the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) aboveparties thereto, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the Borrower (an “Assignment and Assumption”). Except as otherwise hereinafter provided, the consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (except, but subject to clause (b) of the immediately succeeding sentence, an assignment to an Affiliate of such Lender, another Lender or an Affiliate of such other Lender thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such assignment shall (unless it is an assignment of a Lender’s entire interest in the Term Loan Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be made that would reduce the Term Loans of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of the Term Loans held by such Lender on the Amendment No. 5 Effective Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent otherwise consents (such consent under this Section 13.3.1 shall not to be unreasonably withheld or delayed). delayed (c) Each partial assignment shall be made as an assignment other than, for the avoidance of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for doubt, any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of the Borrower Agent under Section (such b) of the immediately preceding sentence, which consent not to may be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above by the Borrower in its sole discretion); provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five eight (5) Business Days 8) calendar days after having received written notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender's rights and obligations under the Loan Documents (including all or a portion of its Commitment and with respect to the Loans at the time owing to it); provided that any such assignment shall be subject and to the following conditions: Letter of Credit Obligations and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess of that amount; (aii) except in the case of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by Bank the transferor Lender shall in no event be less than $10,000,000; and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of Agent shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing becoming effective with respect to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Eligible Assignee which is not a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) and such assignment shall not become effective until such time as notice thereof is given to Borrower and Agent in substantially the form of Exhibit F attached hereto. Nothing contained herein shall limit in any case not described in clause (i) above, way the aggregate amount right of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance Lenders to assign all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the assigning Lender subject to each Board of Governors and any Operating Circular issued by such assignmentFederal Reserve Bank, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, provided that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii)) any payment in respect of such assigned Loans made by Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of such assigned Loans to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, but no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees financial institutions, mutual funds, insurance companies or other entities engaged in the business of extending credit for borrowed money ("Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject substantially in the form of Exhibit C or in such other form as may be agreed to by the following conditions: (a) the aggregate amount parties thereto. The consent of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in Company and the case of Administrative Agent and the LC Issuer shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Purchaser which is not a Lender or an Affiliate of thereof or an Approved Fund; provided, however, that if a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such the consent of the Company shall not to be required. Such consent shall not be unreasonably withheld or delayed). . The assignor shall give prompt written notice to the Company of any assignment becoming effective without the consent of the Company. The Administrative Agent shall give written notice to each Lender of any assignment becoming effective to an assignor other than a Lender or an Affiliate thereof. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (cunless each of the Company and the Administrative Agent otherwise consents) Each partial assignment shall be made as in an assignment amount not less than the lesser of a proportionate part (i) $5,000,000 and in multiples of all $1,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). If any Lender assigns a part of its rights and obligations in respect of its Dollar Loans and/or its Dollar Commitment under this Agreement to a Purchaser other than a Lender or an Affiliate thereof, such Lender shall assign proportionate interests in its respective Multicurrency Loans and Multicurrency Commitment and other related rights and obligations hereunder to such Purchaser, and if any Lender assigns a part of its rights and obligations under this Agreement with in respect to the of its Multicurrency Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is and/or Multicurrency Commitments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by Purchaser other than a Lender or an Affiliate thereof, such Lender shall assign proportionate interests in its Dollar Loans and Dollar Commitments to such Purchaser. Any assignment of a an Alternate Currency Loan shall be for the entire amount of such Alternate Currency Loan of such Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign a ssign to one or more assignees banks or other Persons ("Purchasers") all or a any portion of its rights such Lender's Loans and obligations under Commitments, with the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount prior written consent of the Commitments retained by Bank of AmericaAgent, N.A.the Issuing Lender, as Lenderapplicable, and, so long as no Default exists and is at least 50.1% of all Commitments continuing, Borrower (i) in the case of which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of by a Lender or an Approved Fund administered or managed by to a Lender or an Affiliate of a Lender). Borrower and the Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned until the Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit B hereto (a "Notice of Assignment") executed, no minimum delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Each such assignment shall (unless (x) each of Borrower and the Agent otherwise consents or (y) the proposed Purchaser is already a Lender) be in an amount need be assigned; and not less than the lesser of (iia) in any case not described in clause $5,000,000 or (ib) above, the aggregate remaining amount of the Commitment assigning Lender's Loans and Commitments (which for this purpose includes Loans outstanding thereunder) or, calculated as at the date of such assignment). No assignment may be made to any Person if at the Commitment time of such assignment Borrower would be obligated to pay any greater amount under Section 3.5 to the Purchaser than Borrower is not then in effect, the principal outstanding balance of the Loans of obligated to pay to the assigning Lender subject to each under such assignment, determined as Section (and if any assignment is made in violation of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent orforegoing, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall Borrower will not be less than $5,000,000 unless each required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.3.1 shall be treated as the sale of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed)a participation under Section 12. (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of 2.1. Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment unless it shall object thereto by written notice to Administrative Agent within five ten (510) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of Americasubject, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of assignments to a Purchaser which is not a Lender prior to such assignment, to a minimum of $20,000,000 or such lesser amount as may be consented to by the Borrower and the Agent provided that any assignment by any Lender shall include a pro rata assignment of its interest in the Aggregate Commitment. Such assignment shall be in the form of Exhibit "F" hereto or in such other form as may be agreed to by the Agent. The consent of the Agent and the Borrower shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Purchaser which is not a Lender or an Affiliate of thereof; provided, however, that if a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of the Borrower Agent (such consent shall not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereofrequired; and provided, further, that if any Letters of Credit are outstanding, then such assignment shall not become effective until such time as the Agent has received the following: (A) a modification of each assigning Lender's outstanding Letters of Credit substantially in the form of Exhibit "B-2" reflecting the Stated Amount of such Lender's outstanding Letters of Credit after giving effect to such assignment as equal to the product of (x) such Lender's Percentage after giving effect to such assignment, multiplied by (y) the aggregate Stated Amount of all outstanding Letters of Credit, (B) a new Letter of Credit from the Purchasers in the Stated Amount equal to the product of (x) such Purchaser's Percentage after giving effect to the assignment, multiplied by (y) the aggregate Stated Amount of all outstanding Letters of Credit, and (C) a CUSA Certificate reflecting the change in the Percentages resulting from such assignment. The consent of the Borrower and the Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lenderwithheld. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to Section 13.3.3 below, a Lender may at any time assign to one or more assignees all or a portion an Eligible Assignee any of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: Documents, as long as (a) the aggregate amount each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents (unless otherwise agreed by Agent), (it being understood and agreed that assignments hereunder shall not be required to be made on a pro rata basis between the Canadian Revolver Commitments retained by Bank and the U.S. Revolver Commitments of Americaa transferor Lender) and, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an a partial assignment of the entire remaining Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and the assigning Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the transferor Lender’s Commitment and/or Revolver Commitments and any related Revolving Loans of a given Facility; (b) [Reserved]; (c) the Loans at written consent of (i) the time owing Administrative Borrower and Agent is obtained, in each case as and to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause extent required by the definition of Eligible Assignee, (ii) below in the aggregate or except in the case of an assignment to a Lender, another Lender or an Affiliate or branch of a Lender or to an Approved Fund administered or managed by a Lender or an Affiliate of a LenderFund, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, each Fronting Bank under the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent applicable Facility (such consent not to be unreasonably withheld or delayed) required pursuant is obtained and (iii) except in the case of an assignment to clause (b)(ii) above shall be deemed another Lender or an Affiliate or branch of a Lender or to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and providedan Approved Fund, further, that consent of Borrower Agent shall not be required during the primary syndication of Swingline Lender under the credit facility provided herein; and (ii) the consent of Administrative Agent applicable Facility (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lenderobtained, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. and (ed) The the parties to each such assignment shall execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment and AssumptionAcceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (e) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, together with transfer or change occurs, a processing relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable interest. Notwithstanding the foregoing and recordation fee notwithstanding the requirements set forth in the amount definition of $3,500the term “Eligible Assignee,” assignments between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC and ▇▇▇▇▇▇▇ Sachs Bank USA shall not require the consent of Agent, the Administrative Borrower, any Fronting Bank or any Swingline Lender. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any Disqualified Institution. Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, however, that Administrative Agent may(1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in its sole discretionconnection with such Lender’s rights and obligations under this Agreement, elect (3) any payment by Loan Parties to waive such processing and recordation fee the assigning Lender in the case respect of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons Obligations assigned as described in this clause sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, and (ii), or (iii4) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such Documents. Such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) substantially in the case form of Exhibit B or in such other form as may be agreed to by the parties thereto. The consent of PHI and the Agent shall be required prior to an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Purchaser which is not a Lender or an Affiliate of thereof; provided that if a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption Default exists with respect to such assignment is delivered to Administrative Agent orany Borrower, if “Trade Date” is specified in the Assignment and Assumption, as consent of the Trade Date, PHI shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (required. Any such consent shall not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above provided that PHI shall be deemed to have consented to any such assignment unless it PHI shall object thereto by written notice to Administrative the Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent . PHI shall not be required during receive prior written notice by the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not assigning Lender prior to be unreasonably withheld or delayed) shall be required if such an assignment is becoming effective with respect to a Person that Purchaser which is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate thereof. Notwithstanding the foregoing, the consent of each Issuer and the Swingline Lender shall be required for all assignments. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of PHI and the Agent otherwise consent) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans, participations in Swingline Loans and participations in LC Obligations (to the extent such Commitment has been terminated). Each assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s interests in the Obligations of, and Commitment to, all Borrowers. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (fb) No such assignment shall be made to (i) to any natural Person, (ii) any Borrower or any Affiliate Borrower’s Affiliates or Subsidiary of any Borrower, Subsidiaries or (iiiii) to any Defaulting Lender or any of its Subsidiaries, Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (iib), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to its giving at least 2 Business Days notice to Agent and Borrowers, any Lender may may, in accordance with Applicable Law, at any time assign to one or more assignees any Eligible Assignee all or a portion any part of its rights and obligations under the Loan Documents, so long as (i) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents (including all or a portion of its Commitment with respect to the Loans and the Loans at Letter of Credit Outstandings and, in the time owing case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent in its sole discretion) and integral multiples of $5,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by one original signatory to it); provided that this Agreement to another such signatory, immediately after giving effect to any such assignment shall be subject to the following conditions: (a) assignment, the aggregate amount of the Commitments retained by Bank the transferor Lender shall in no event be less than $10,000,000 (unless otherwise agreed by Agent in its sole discretion); and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of America, N.A., as Lender, is at least 50.1% of all Commitments Borrowers (i) in except upon and during the case continuance of an assignment Event of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing Default) and Agent shall be required prior to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment becoming effective with respect to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by Eligible Assignee that is not a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent of Borrowers not to be unreasonably withheld or delayed). (c) Each partial assignment . Nothing contained herein shall be made as an assignment limit in any way the right of a proportionate part Lenders to assign all or any portion of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans owing to it to any Federal Reserve Bank or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required United States Treasury as collateral security pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication Regulation A of the credit facility Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii)) any payment in respect of such assigned Loans made by Borrowers to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrowers’ obligations hereunder in respect of such assigned Loans to the extent of such payment, or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, but no such assignment shall be effective unless and until, in addition to release the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting assigning Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) from its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurshereunder.

Permitted Assignments. Any Lender may Lender, in the ordinary course of its business and in accordance with applicable law, at any time time, may assign to one or more assignees all or a any portion (greater than or equal to $5,000,000 per assignee) of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and Documents. Notwithstanding the Loans at the time owing to it); provided that foregoing provision, any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender to another Lender in the Facility or an Affiliate thereof or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than subject to either the $5,000,000 unless each minimum assignment amount or the requirement set forth below regarding Borrower's consent or the fee in Section 13.3.2(ii). Any Person to whom such rights and obligations are assigned is a "Purchaser". Such assignment shall be substantially in the form of Administrative Agent and, so Exhibit F hereto or in such other form as may be agreed to by the parties thereto (the "Assignment"). So long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No Borrower's consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, provided that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person an entity that is a "Qualified Lender", such consent shall not be unreasonably denied or delayed. "Qualified Lender" shall mean an institution with assets over $5,000,000,000.00 that is generally in the business of making loans comparable to the Loans made under this Facility and that maintains an office in the United States. Administrative Agent may make an assignment reducing its Commitment below $25,000,000 only if it first resigns its status as Administrative Agent or it obtains the consent of Borrower or a LenderDefault has occurred; provided that if such assignment reduces the Administrative Agent's Commitment below $10,000,000 it must also obtain the consent of any Lender which after such assignment would have a Percentage greater than the new Percentage of the Lender making the assignment. The consent of the Administrative Agent, which shall not be unreasonably withheld, shall be required prior to an Affiliate of such Lender or an Approved Fund administered or managed by assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of a Lender. its rights under this Agreement (e) The parties including, without limitation, amounts owing to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee it in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case favor of any assignment. The assigneeFederal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System), if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No provided that no such assignment shall be made (i) to any Borrower security interest or any Affiliate or Subsidiary the exercise by the secured party of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a rights thereunder shall release Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Personfrom its funding obligations hereunder and such Lender shall retain all voting rights. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or a portion any part of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it)Credit Documents; provided provided, however, that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by entity which is not a Lender or an Affiliate of a Lender, no such assignment shall be in a minimum amount need be assigned; and of the lesser of (i) $5,000,000.00 and (ii) in any case not described in clause (i) above, the aggregate amount all of such Lender's Commitments and Advances of the Commitment (which for this purpose includes Loans outstanding thereunder) orClass being assigned. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swingline Bank to assign a portion of such Swingline Bank's Swingline Advances to the Commitment is not then in effect, the principal outstanding balance assignee or an appropriate affiliate of the Loans assignee equal to the same portion of the assigning Lender subject Revolving Commitments and Revolving Advances sold to each such assignment, determined as Assignee. No Swingline Bank may assign any portion of its Swingline Advances unless it or its affiliate which has a Revolving Commitment assigns the same portion of such Lender's Revolving Commitments and Revolving Advances to the Person or an affiliate of the date Person purchasing the assignment from such Swingline Bank. Such assignment shall be made pursuant to an Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified Acceptance substantially in the form of Exhibit A or in such other form as may be agreed to by the parties thereto ("Assignment and Assumption, as Acceptance"). The consent of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment the Company shall be made as required prior to an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement becoming effective with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that Purchaser which is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lenderthereof. Such consent shall not be unreasonably withheld. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Any Subject to satisfaction of the applicable requirements and conditions set forth in this Section 12.3, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more assignees banks or other entities ("Purchasers") all or any part of its rights and obligations under the Loan Documents, subject to the following: (i) such assignment shall be substantially in the form of Exhibit F or in such other form as may be agreed to by the Administrative Agent; (ii) Unless the Administrative Agent otherwise consents, each assignment with respect to an Eligible Assignee which is not a portion Lender or an Affiliate thereof shall be in an amount not less than the lesser of (A) $1,000,000 or (B) the assigning Lender's Outstanding Credit Exposure; (iii) Unless the Administrative Agent otherwise consents, a Lender shall not be permitted to assign less than the entire remaining amount of the assigning Lender's Outstanding Credit Exposure if upon completion of such assignment the remaining amount (calculated as at the date of such assignment) of the assigning Lender's Outstanding Credit Exposure shall be less than $1,000,000; and (iv) No Lender shall assign all or any part of its rights and obligations under the Loan Documents (including without the Administrative Agent's consent, which shall not be unreasonably withheld, or to any Person other than an Eligible Assignee. This Section 12.3 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, financings in the nature of repurchase agreements and any pledge or assignment by any Lender of all or a any portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) the aggregate amount of the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for and any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is Note to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500Federal Reserve Bank; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such financing, pledge or assignment creating a security interest shall be effective release the transferor Lender from its obligations hereunder unless and until, in addition to the other conditions thereto set forth herein, until the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance thereto have complied with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occursSection 12.3.