Common use of Permitted Assignments Clause in Contracts

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E or in such other form as may be agreed to by the 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 shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law (each an “Assignor Lender”) may 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 banks or other entities a Qualified Bank (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E M or in such other form as may be agreed to by the parties thereto (an “Assignment Agreementand Assumption”). Each such 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 an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the entire applicable Commitment and Loans consent of the Assignor Lender or (unless Borrower shall not be required. Unless each of the Parent Administrative Agent and the Administrative Agent Borrower otherwise consentsconsents (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 aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be based on 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 outstanding (ii) thirty-five percent (35%) of the sum of such Lender’s Revolving Credit Commitment and Term Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment this Agreement or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning 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 Commitments have been terminatedObligations shall become due and payable, then 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 aggregate principal amount Administrative Agent’s consent to any assignment that does not comply with the limitations contained in clause (a) above) any part of Loans held by its rights and obligations under the assigning Lender) shall either be zero Loan Documents to any Person (other than the Borrower, the Company or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an any Affiliate of the assigning Lender if such assignment would increase Borrower or of the amounts payable Company) without consent by any the Borrower hereunderor the Administrative Agent. No assignment may Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be made hereunder if such assignment violates applicable lawunreasonably withheld or delayed.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents subject to the following conditions: (i) Each such assignment shall be of a constant and not varying ratable or non-pro rata percentage (as between the Term Loan Facility and the Revolving Facility) of the assigning Lender’s rights and obligations under the Loan Documents. ; (ii) Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto thereto; (an “Assignment Agreement”). iii) Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Revolving Loan Commitment and Loans Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans, as applicable, of the Assignor assigning Lender or (unless each of the Parent Company and the Administrative 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 Loans 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 the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect ; (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 assignmentPerson 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 remaining Commitment laws of the United States on payments by the Company in such jurisdiction, (B) shall have confirmed that it is exempt from any withholding tax under the laws of 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 (orvi) So long as no Event of Default shall have occurred and be continuing, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless no such assignment is consented to by the Parent or is required by applicable law, no assignment may shall be made to an Affiliate any Person that is not capable of the assigning Lender if such assignment would increase the amounts payable by any lending (A) Agreed Currencies to each Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawand (B) each Type of Loan.

Permitted Assignments. Any Subject to Section 12.3.3 below, a Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , 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 (unless otherwise agreed by Agent), (it being understood and agreed that assignments hereunder shall not be substantially required to be made on a pro rata basis between the Multicurrency Facility Commitments and the US Facility Commitments of a transferor Lender) and, in the form case of Exhibit E or a partial assignment of Revolver Commitments and any related Revolver Loans, is in such other form a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and the 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 Revolver Commitments and any related Revolver Loans of a given Facility; (b) the written consent of (i) the Administrative Borrower and Agent is obtained, in each case as may be agreed and to the extent required by the parties thereto definition of Eligible Assignee, (ii) except in the case of an “Assignment Agreement”). Each such assignment with respect to an Assignee another Lender which is not a Lender, or an Affiliate or branch of a Lender or to an Approved Fund Fund, each Fronting Bank under the 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) the parties to each such assignment shall either be in execute and deliver to Agent, for its acceptance and recording, an amount equal Assignment and Acceptance and Agent shall promptly send to the entire applicable Commitment relevant Borrowers a copy of that Assignment and Loans Acceptance and (d) if a Lender assigns or transfers any of its rights or obligations under the Assignor Lender Loan Documents or (unless each changes its Lending Office and as a result of circumstances existing at the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to date the assignment, determined 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 date 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 such 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 “Trade Date,” if 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 “Trade Date” is specified holder of its Loans and owner of its interest in the assignment. After giving effect to any assignmentLetter of Credit for all purposes hereunder, (2) Borrowers, Agent, the remaining Commitment of 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, (3) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, and (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender4) shall either be zero or be at least $10,000,000. Unless no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Subject to Section 12.3.3 below, a Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , as long as (a) 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 substantially required to be made on a pro rata basis between the Multicurrency Facility Commitments and the US Facility Commitments of a transferor Lender) and, in the form case of Exhibit E or a partial assignment of Revolver Commitments and any related Revolver Loans, is in such other form a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and the 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 Revolver Commitments and any related Revolver Loans of a given Facility; (b) the written consent of (i) the Administrative Borrower and Agent is obtained, in each case as may be agreed and to the extent required by the parties thereto definition of Eligible Assignee, (ii) except in the case of an “Assignment Agreement”). Each such assignment with respect to an Assignee another Lender which is not a Lender, or an Affiliate or branch of a Lender or to an Approved Fund Fund, each Fronting Bank under the 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) the parties to each such assignment shall either be in execute and deliver to Agent, for its acceptance and recording, an amount equal Assignment and Acceptance and Agent shall promptly send to the entire applicable Commitment relevant Borrowers a copy of that Assignment and Loans Acceptance and (d) if a Lender assigns or transfers any of its rights or obligations under the Assignor Lender Loan Documents or (unless each changes its Lending Office and as a result of circumstances existing at the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to date the assignment, determined 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 date 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. From and after the Fifth Amendment Effective Date, any Eligible Assignee in respect of an assignment relating to the Multicurrency Facility shall be required to notify the Agent that it has obtained Term ▇▇▇▇▇ Capability prior to the effectiveness of such 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 “Trade Date,” if 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 “Trade Date” is specified holder of its Loans and owner of its interest in the assignment. After giving effect to any assignmentLetter of Credit for all purposes hereunder, (2) Borrowers, Agent, the remaining Commitment of other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such ▇▇▇▇▇▇’s rights and obligations under this Agreement, (3) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, and (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender4) shall either be zero or be at least $10,000,000. Unless no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any A Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , 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 discretion and, unless an Event of Default has occurred and is continuing, Borrower (which approval by Borrower shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within five (5) Business Days after notice of 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 obligations, the 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, unless an Event of Default has occurred and is continuing, Borrower (which approval by Borrower shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within five (5) Business Days after notice of the proposed assignment)); and (c) the parties to each such assignment shall be substantially in execute and deliver an Assignment to Agent for acceptance and recording. Nothing herein shall limit the form of Exhibit E or in such other form as may be agreed to by the parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender which is not a Lender, an Affiliate right of a Lender to pledge or an Approved Fund shall either be in an amount equal assign any rights under the Loan Documents to the entire applicable Commitment and Loans secure obligations of the Assignor Lender such Lender, including a pledge or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment to a Federal Reserve Bank; provided, that no such pledge or assignment shall be based on release the Commitment Lender from its obligations hereunder nor substitute the pledgee or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined assignee for such Lender as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawa party hereto.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each “Purchasers”), other than an “Assignee Lender”) Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit E D or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) (i) in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Loans Revolving Credit Obligations of the Assignor assigning Lender or (unless each of the Parent and the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount not less than of $5,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) in the case of any assignment of 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 is continuing, the Company otherwise consents) be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment or outstanding Loans (if the Commitment has been terminated) and Revolving Credit Obligations subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAssignment Agreement.

Permitted Assignments. Any Subject to Section 13.3.3 below, a Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , as long as (a) each assignment shall be substantially 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 the Agent) and, in the form case of Exhibit E or a partial assignment of Revolver Commitments and any related Revolver Loans, is in such other form as may be a minimum principal amount of $5,000,000 (unless otherwise agreed to by the parties thereto Agent and the 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 Revolver Commitments and any related Revolver Loans; (b) [Reserved]; (c) the written consent of (i) the Administrative Borrower and the Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) each Fronting Bank (such consent not to be unreasonably withheld or delayed) is obtained and (iii) except in the case of an “Assignment Agreement”). Each such assignment with respect to an Assignee another Lender which is not a Lender, or an Affiliate or branch of a Lender or to an Approved Fund Fund, the Swingline Lender (such consent not to be unreasonably withheld or delayed) is obtained, (d) the parties to each such assignment shall either be in an amount equal execute and deliver to the entire applicable Commitment Agent, for its acceptance and Loans of the Assignor Lender or (unless each of the Parent recording, an Assignment and Acceptance and the Administrative Agent otherwise consentsshall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (e) be in an aggregate amount not less than $5,000,000. The amount if a Lender assigns or transfers any of its rights or obligations under the assignment shall be based on Loan Documents or changes its Lending Office and as a result of circumstances existing at the Commitment or outstanding Loans (if the Commitment has been terminated) subject to date the assignment, determined 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 date 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 Disqualified Institution or (y) have any liability with respect to or arising out of such 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 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 “Trade Date,” if 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 “Trade Date” is specified holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) the assignment. After giving effect to any assignmentBorrowers, the remaining Commitment of Agent, the other Lenders and the Fronting Banks shall continue to deal solely and directly with such Lender in connection with such L▇▇▇▇▇’s rights and obligations under this Agreement, (3) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, and (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender4) shall either be zero or be at least $10,000,000. Unless no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E or in such other form as may be agreed to by the 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 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 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 request for such consent and; provided, further, that such consent of the Parent shall not be required if an Event of Default under Section 9.01(a), (b), (i) or (j) has occurred and is continuing. The amount of the assignment shall be based on the Revolving Credit Commitment or outstanding Loans (if the Revolving Credit Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Revolving Credit Commitment of the assigning Lender (or, if the Revolving Credit Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities other than the Borrower or any of its Affilitates (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents, provided unless a Default or Unmatured Default has occurred and is continuing at the time 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 substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate thereof or an Approved Fund; provided, however, that if a Default has occurred and is continuing, the consent of 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 Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,00010,000,000 and in increments of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender’s Commitment or Outstanding Credit Exposure (if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or outstanding Loans Outstanding Credit Exposure (if the applicable Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” ”, if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Subject to its giving at least 2 Business Days notice to Agent and Borrowers, any Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the DIP Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender’s rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment DIP Loan Documents with respect to the Loans and the LC Outstandings 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 sole discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender ’s rights and obligations under the DIP Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by 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 Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of Lenders to assign (i) to any Eligible Assignee all of their rights and obligations under the DIP Loan Documents or (ii) 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 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 (orin accordance with the terms of this Agreement shall satisfy Borrowers’ obligations hereunder in respect of such assigned Loans to the extent of such payment, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) assignees all or any part a portion of its rights and obligations under the Loan Documents. Such 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 substantially 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 form case of Exhibit E 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 such other form as may be agreed the case of an assignment to by the 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 shall either administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in an any case not described in clause (i) above, the aggregate amount equal to of the entire applicable Commitment and (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 Assignor assigning Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the each such assignment, determined as of the date of the Assignment and Assumption with respect to such assignment or as of the “Trade Date,” is delivered to Administrative Agent or, 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). (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. Amended & Restated Loan Agreement (PF) (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. After giving effect 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 assignmentBorrower 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 remaining Commitment 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 assigning 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 (orand 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, if in the Commitments have been terminatedevent 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 aggregate principal amount assignee of Loans held by the assigning Lender) such interest shall either be zero or deemed to be at least $10,000,000. Unless a Defaulting Lender for all purposes of this Agreement until such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawcompliance occurs.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its Revolving Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under the Loan Documents. Such Documents with respect thereto; provided, however, that (a) each such assignment shall be substantially in the form of Exhibit E or in such other form as may be agreed to by the parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender which is a constant, and not a Lendervarying, an Affiliate percentage of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans all of the Assignor Lender or assigning Lender’s rights and obligations so assigned as it relates to such Lender’s Revolving Commitment, outstanding Revolving Loans and L/C Interests; (unless each of b) the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the Revolving Commitment, and outstanding Revolving Loans and L/C Interests of the assigning Lender being assigned pursuant to each such assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified assignment) may be in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of such Lender’s entire Revolving Commitment, outstanding Revolving Loans held by the assigning Lender) and L/C Interests, but otherwise shall either not be zero less than $5,000,000 or be at least an integral multiple of $10,000,000. Unless such assignment is 1,000,000 in excess of that amount unless otherwise consented to by the Parent or Borrower and the Agent; and (c) notwithstanding the foregoing clause (b), if the assignment is required by applicable law, no assignment may be made to a Lender, the amount of the Revolving Commitment, outstanding Revolving Loans and L/C Interests assigned shall not be less than $1,000,000 or an integral multiple thereof. Non pro-rata assignments shall be permitted. The consent of the Agent, the Issuer and the Swing Line Lender shall be required prior to any assignment of the Revolving Commitment, outstanding Revolving Loans and L/C Interests. The consent of the Borrower shall be required prior to any assignment unless (x) a Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a (A) Lender, (B) an Affiliate of a Lender or (C) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the assigning ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender if or (iii) an entity or an Affiliate of an entity that administers or manages a Lender (such Person described in this clause (C), an “Approved Fund”); provided that the Borrower shall be deemed to have consented to any such assignment would increase unless it shall object thereto by written notice to the amounts payable Agent within five (5) Business Days after having received notice thereof. Any consents required by any Borrower hereunder. No assignment may this Section 12.3.1 shall not be made hereunder if such assignment violates applicable lawunreasonably withheld or delayed.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its Commitments and outstanding Loans and/or L/C Interests, together with its rights and obligations under the Loan Documents. Such Documents with respect thereto; provided, however, that (a) each such assignment shall be substantially in of a constant, and not a varying, percentage of all of the form assigning Lender’s rights and obligations so assigned as it relates to such Lender’s outstanding Term Loans or such Lender’s Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the amount of Exhibit E such outstanding Term Loans or in such other form as may be agreed Revolving Commitment, outstanding Revolving Loans and L/C Interests of the assigning Lender being assigned pursuant to by the parties thereto (an “Assignment Agreement”). Each each such assignment with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified assignment) may be in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of such Lender’s entire Revolving Commitment, outstanding Revolving Loans held by the assigning and L/C Interests, or such Lender) ’s outstanding Term Loans, but otherwise shall either not be zero less than $5,000,000 or be at least an integral multiple of $10,000,000. Unless such assignment is 1,000,000 in excess of that amount unless otherwise consented to by the Parent or Borrower and the Agent; and (c) notwithstanding the foregoing clause (b), if the assignment is required by applicable law, no assignment may be made to a Lender, the amount of such Lender’s the Revolving Commitment, outstanding Revolving Loans and L/C Interests or such Lender’s outstanding Term Loans assigned shall not be less than $1,000,000 or an integral multiple thereof. Non pro-rata assignments shall be permitted. The consent of the Agent, the Issuer and the Swing Line Lender shall be required prior to any assignment of the Revolving Commitment, outstanding Revolving Loans and L/C Interests. The consent of the Borrower shall be required prior to any assignment unless (x) a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a (A) Lender, (B) an Affiliate of a Lender or (C) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the assigning ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender if or (iii) an entity or an Affiliate of an entity that administers or manages a Lender (such Person described in this clause (C), an “Approved Fund”); provided that the Borrower shall be deemed to have consented to any such assignment would increase unless it shall object thereto by written notice to the amounts payable Agent within five (5) Business Days after having received notice thereof. Any consents required by any Borrower hereunder. No assignment may this Section 12.3.1 shall not be made hereunder if such assignment violates applicable lawunreasonably withheld or delayed.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto thereto. The consent of the Borrower (but not the Guarantor) and the Agent shall be required prior to an “Assignment Agreement”)assignment becoming effective with respect to a Purchaser which is not a Lender or an affiliate thereof; provided, however, that if an Event of Default has occurred and is continuing, the consent of the Borrower and/or the Guarantor shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,000. The 5,000,000.00 or (ii) the remaining amount of the assignment shall be based on assigning Lender’s Commitment (calculated as at the Commitment date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Upon (i) subject delivery to the Agent of an assignment, determined as together with any consents required by this Section, and (ii) payment of a $5,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such assignment. The 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 “plan assets” under ERISA. On and after the effective date of such assignment assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or as on behalf of the “Trade Date,” Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the “Trade Date” is specified in Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect such assignment. After giving effect Upon the consummation of any assignment to any assignmenta Purchaser pursuant to this Section, the remaining Commitment of transferor Lender, the assigning Lender (orAgent and the Borrower shall, if the Commitments have been terminatedtransferor Lender or the Purchaser desires that its Loans be evidenced by Notes, then the aggregate make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless amounts reflecting their respective Commitments, as adjusted pursuant to such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawassignment.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Each such assignment shall be of a constant and not varying ratable or non-pro rata percentage (as between the Term Loan Facility and the Revolving Facility) of the assigning Lender’s rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto (an “Assignment Agreement”)thereto. Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Revolving Loan Commitment and Loans Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans, as applicable, of the Assignor assigning Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents; provided that the consent of the Borrower shall not be required if a Default has occurred and is continuing) be in an aggregate amount not less than $5,000,0005,000,000 or, if a Default has occurred and is continuing, solely with respect to the Term Loans and/or Term Loan Commitment (if any), $1,000,000. The amount of the assignment shall be based on the Revolving Loan Commitment or outstanding Loans 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 the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit E D or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, the Company (i) in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Loans Revolving Credit Obligations of the Assignor assigning Lender or (unless each of the Parent and the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount not less than of $5,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) in the case of any assignment of 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 is continuing, the Company otherwise consents) be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment or outstanding Loans (if the Commitment has been terminated) and Revolving Credit Obligations subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignmentAssignment Agreement. After giving effect to For the avoidance of doubt, (x) any assignment, the remaining Commitment assignment of the assigning Revolving Loan Commitment and Revolving Credit Obligations of a Non-Extending Lender shall include all rights, obligations and terms applicable thereto (orincluding, if without limitation, termination of such Revolving Loan Commitment on the Commitments have been terminatedNon-Extended Revolving Loan Termination Date), then the aggregate principal amount of Loans held by the assigning Lenderand (y) shall either be zero or be at least $10,000,000. Unless such any assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Revolving Loan Commitment and Revolving Credit Obligations of an Extending Lender if shall include all rights, obligations and terms applicable thereto (including, without limitation, termination of such assignment would increase Revolving Loan Commitment on the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawExtended Revolving Loan Termination Date).

Permitted Assignments. (i) Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) Eligible Assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loan Documents. Such assignment Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Company; provided that no consent of the Company shall be substantially in the form of Exhibit E or in such other form as may be agreed required (1) for an assignment to by the 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 or (2) if a Default or Unmatured Default has occurred and is continuing, for any other assignment; provided further that the Company shall either be in an amount equal deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; (C) each Issuing Bank, in the case of any assignment of all or a portion of a Multicurrency Tranche Revolving Loan Commitment or any Lender’s obligations in respect of its LC Obligations; and (D) the Swing Line Bank, in the case of any assignment of all or a portion of a US Tranche Revolving Loan Commitment or any Lender’s obligations in respect of any Swing Line Loans. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire applicable remaining amount of the assigning Lender’s Commitment and or Loans of any class, the amount of the Commitment or Loans of the Assignor assigning Lender or subject to each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Parent Company and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount ; provided that no such consent of the Company shall be required if a Default or Unmatured Default has occurred and is continuing; (B) each partial assignment shall be based on made as an assignment of a proportionate part of all the Commitment assigning Lender’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or outstanding Loans Loans; (if C) the Commitment has been terminatedparties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement substantially in the form of Exhibit C hereto, together with a processing and recordation fee of $3,500, provided that only one such processing and recordation fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and (D) subject if, prior to the assignment, determined as the assignee was not a Lender, it shall deliver to the Administrative Agent any tax forms and additional information required under Section 2.15(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment Agreement the assignee thereunder shall be a party hereto and, to the extent of the date interest assigned by such Assignment Agreement, have the rights and obligations of such assignment or as a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all 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 2.15(e), 4.01, 4.02, 4.04 and 11.06). (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Trade Date,” Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks, the Alternate Currency Lenders and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and, as to entries pertaining to it, any Issuing Bank, Alternate Currency Lender or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of an Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed tax forms required under Section 2.15(e) and Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section 14.03(a), the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment Agreement or so record the information contained therein if the “Trade Date” Administrative Agent reasonably believes that such Assignment Agreement lacks any written consent required by this Section 14.03(a) or is specified otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment Agreement, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the assignment. After giving effect Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (such determination to any assignmentbe made in the sole discretion of the Administrative Agent, which determination may be conditioned on the remaining Commitment consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment Agreement, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 14.03(a) with respect thereto (or, if other than the Commitments consent of the Administrative Agent) have been terminatedobtained and that such Assignment Agreement is otherwise duly completed and in proper form, then the aggregate principal amount and each assignee, by its execution and delivery of Loans held by the assigning Lender) an Assignment Agreement, shall either be zero or be at least $10,000,000. Unless such assignment is consented deemed to by the Parent or is required by applicable law, no assignment may be made have represented to an Affiliate of the assigning Lender if and the Administrative Agent that such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawassignee is an Eligible Assignee.

Permitted Assignments. Any Lender (each an “Assignor Lender”or any Lender together with one or more other Lenders) may at any time (x) assign all or a portion of its Commitments (and related outstanding Obligations) (including, without limitation, Facility C Loans) (i) to one or more banks other Lenders or to such assigning Lender’s parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (ii) in the case of any Lender that is a fund that invests in bank loans, any other entities fund that invests in bank loans and is managed by the same investment advisor or such Lender or by an Affiliate of such investment advisor or (y) assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender or Lenders of such Commitments (and related outstanding Obligations) to one or more Eligible Assignees (treating, solely for purposes of the foregoing $5,000,000 minimum limitation but not for any other purpose, including the fee payable to the Administrative Agent as hereinafter provided, (A) any fund that invests in bank loans and (B) any other fund that invests in bank loans and is managed by the same investment advisor as such fund or by an Affiliate of such investment advisor, as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of an assignment and assumption agreement (“Assignee LenderAssignment and Assumption Agreement”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E V (appropriately completed), provided that (i) at such time Schedule I shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may be) of such new Lender or the existing Lenders, (ii) upon surrender of the relevant Notes, new Notes will be issued by the Borrower to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender (but the Borrower shall not be obligated to pay the Administrative Agent’s or any Lender’s costs and expenses with respect to the issuance of such Note or Notes unless the assignment is made pursuant to Section 2.27), (iii) the consent of the Administrative Agent shall be required in connection with any assignment (which consent shall not be unreasonably withheld), (iv) unless an Event of Default has occurred and is continuing, the consent of the Borrower shall be required in connection with any assignment of Commitments to an assignee pursuant to clause (y) above (which consent shall not be unreasonably withheld), and (v) the Administrative Agent shall receive at the time of each such other form assignment the payment of a non-refundable assignment fee of $3,500 payable by the assignor or assignee (as may be agreed to by them) and, provided further, that such transfer or assignment will not be effective until recorded by the parties thereto (an “Assignment Agreement”)Administrative Agent on the Register pursuant to Section 13.07. Each such To the extent of any assignment pursuant to this Section 12.03, the assigning Lender shall be relieved of its obligations hereunder with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawits assigned Commitments.

Permitted Assignments. Any Lender (may, subject to the consent of each an “Assignor Lender”) may Arranger and any other 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 banks 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or other entities any Affiliate thereof)) (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E H or in such other form as may be agreed to by the parties thereto (an “Assignment Agreementand Assumption”). Each such Except as otherwise hereinafter provided, the consent of the Borrower, the Administrative Agent and each of the Arrangers shall be required prior to an assignment becoming effective with respect to an Assignee Lender which is not a LenderPurchaser (except in the case of the consent of the Borrower only, an Affiliate of a assignment to another Lender or an Approved Fund shall either be in an amount equal to Affiliate thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the entire applicable Commitment and Loans consent of the Assignor Lender or (unless Borrower shall not be required. Unless each of the Parent Administrative Agent and the Administrative Agent Borrower otherwise consentsconsents (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 the Revolving Credit Facility) be in an aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be based on 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 outstanding Loans (if the ii) thirty-five percent (35%) of such Lender’s Revolving Credit Commitment has been terminated) subject to the assignment, determined as of the date of such assignment this Agreement or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning later date on which it first became a Lender hereunder (or, if in the Commitments 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 or the Arrangers under this Section 13.3.1 shall not be unreasonably withheld or delayed, provided, that the Borrower shall be deemed to have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless consented to any such assignment is consented unless it shall object thereto by written notice to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAdministrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Subject to its compliance with Section 14.3.2, a Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender’s rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Administrative Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender ’s rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Administrative Agent in its discretion); and (iii) the parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the 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, provided that, in each case, no such pledge or assignment of a security interest shall release any Lender from any of its obligations hereunder or substitute any such pledgee or assignee for any Lender as a party hereto, (y) direct or indirect contractual counterparties in swap agreements relating to the Loans, provided that any payment by Borrowers to the assigning Lender (orin respect of any assigned 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless and no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one any of such Lender’s Affiliates or more banks to another Lender or an Approved Fund, or with the prior approval of the Borrower, which shall not be unreasonably withheld or delayed (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 Business Days after having received notice thereof), any other entities entity (each an “Assignee LenderPurchasers”) all or any part portion of its rights and obligations under the Loan Documents, provided that (a) 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, (b) no assignments may be made to the Borrower or its Affiliates and (c) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, 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 $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if a Default has occurred and is 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 form of Exhibit E D hereto or in such other form as may be agreed to by the parties thereto (an “Assignment Agreement”)thereto. Each such assignment with respect to an Assignee Lender which is not a Lender, an Affiliate The consent of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) shall be required prior to an assignment becoming effective except in the case of an aggregate amount not less than $5,000,000. The amount assignment to an Affiliated Qualified Institution, and the consent of the assignment Issuing Lender and the Swingline Lender shall be based on the Commitment required prior to any assignment becoming effective. Such consents shall not be unreasonably withheld or outstanding Loans (if the Commitment has been terminated) 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 foreclosure or similar action by such pledgee or assignee shall be subject to the assignmentprovisions of this Section 12.3.1 concerning assignments; and provided, determined further that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawa party hereto.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such Financing Agreements, so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment 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 Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Financing Agreements or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of this Agreement retained by 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 Collateral Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agents and, provided no Default or Event of Default exists, Borrowers (which shall not be unreasonably withheld or delayed) -77- 83 shall be required prior to an assignment becoming effective with respect to an Eligible Assignee which is not a Lender or an Affiliate of a Lender, and such assignment shall 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 Eligible Assignee all of their rights and obligations under the Financing Agreements or (ii) 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 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 (orin accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Loans to the extent of such payment, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor 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 banks 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or other entities any Affiliate thereof)) (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E H or in such other form as may be agreed to by the parties thereto (an “Assignment Agreementand Assumption”). Each such assignment with respect to an Assignee Lender which is not a LenderExcept as otherwise hereinafter provided, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans consent of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (except in the case of the consent of the Borrower only, 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 consentsconsents (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 aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be based 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 Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment ClosingAmendment No. 3 Effective Date or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning later date on which it first became a Lender hereunder (or, if in the Commitments have been terminatedcase of this clause (ii), then such lesser amount to which the aggregate principal amount 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 Loans held this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately preceding sentence, which may be withheld by the assigning Lender) Borrower in its sole discretion), provided, that the Borrower shall either be zero or be at least $10,000,000. Unless deemed to have consented to any such assignment is consented unless it shall object thereto by written notice to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAdministrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time In the event that Tenant elects to sell, assign to one or more banks otherwise transfer this Lease, or other entities (each an “Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially Tenant’s interest in the form of Exhibit E or Project, in such other form as may be agreed whole but not in part, to by the parties thereto a third party at arm’s length (an a “Assignment AgreementPermitted Third-Party Assignee”). Each , then Landlord shall not unreasonably withhold, condition or delay its consent to such sale, assignment or transfer provided (i) the Project is Complete in accordance with respect to an Assignee Lender which is not a Lender, an Affiliate the Existing Construction Documents; (ii) Tenant gives Landlord prior written notice of a Lender such sale or an Approved Fund assignment; (iii) there shall either be in an amount equal to the entire applicable Commitment and Loans exist no uncured breach by Tenant of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined this Lease as of the date of such sale or assignment; (iv) Tenant shall remain liable for any and all obligations of Tenant under this Lease for the period prior to the date of such assignment; (v) such assignment shall constitute an assignment of all of Tenant’s rights, and an assumption of all of Tenant’s obligations arising from and after the date of such assignment, under this Lease; (vi) such Permitted Third-Party Assignee expressly assumes in writing all of Tenant’s obligations under this Lease, in each case arising from and after the date of such assignment; (vii) such Permitted Third-Party Assignee covenants and agrees to continue to operate the Project for the Permitted Uses; (viii) such Permitted Third-Party Assignee has total assets exceeding $10,000,000.00; (ix) such Permitted Third-Party Assignee has a demonstrated history of operating no less than five (5) other projects of comparable size and type as determined by the gross revenue generated from the Project; (x) such Permitted Third-Party Assignee is not, and/or is not controlled by, in Landlord’s reasonable determination, any person or entity known in the community as being of bad moral character or who has been convicted of a felony in any state or federal court; (xi) such Permitted Third-Party Assignee, or any affiliate thereof, is not, and/or is not controlled by any person or entity who have been previously involved in a dispute with Landlord or any affiliate of Landlord concerning any matter; and (xii) such sale, assignment or as of the “Trade Date,” if the “Trade Date” transfer is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held approved by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to holder of any Fee Mortgage, as applicable, and provided further that Tenant and Permitted Third-Party Assignee satisfy all conditions and requirements imposed by the Parent holder of any Fee Mortgage with respect to such sale, assignment or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawtransfer.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan DIP Financing Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment DIP Financing Documents 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 Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the DIP Financing Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of this Agreement retained by 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 Collateral Agent, for its acceptance and recording, an Assignment and Acceptance. No assignment shall become effective until such time as notice thereof is given to Borrowers and Agents in substantially the form of EXHIBIT H attached hereto. Nothing contained herein shall limit in any way the right of Lenders to assign (i) to any Eligible Assignee all of their rights and obligations under the DIP Financing Documents or (ii) 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 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 (orin accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Loans to the extent of such payment, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Subject to Section 13.3.3 below, a Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , as long as (a) each assignment shall be substantially 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 the Agent) and, in the form case of Exhibit E or a partial assignment of Revolver Commitments and any related Revolver Loans, is in such other form as may be a minimum principal amount of $5,000,000 (unless otherwise agreed to by the parties thereto Agent and the 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 Revolver Commitments and any related Revolver Loans; (b) [Reserved]; (c) the written consent of (i) the Administrative Borrower and the Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an “Assignment Agreement”). Each such assignment with respect to an Assignee another Lender which is not a Lender, or an Affiliate or branch of a Lender or to an Approved Fund Fund, each Fronting Bank (such consent not to be unreasonably 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 (such consent not to be unreasonably withheld or delayed) is obtained, (d) the parties to each such assignment shall either be in an amount equal execute and deliver to the entire applicable Commitment Agent, for its acceptance and Loans of the Assignor Lender or (unless each of the Parent recording, an Assignment and Acceptance and the Administrative Agent otherwise consentsshall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (e) be in an aggregate amount not less than $5,000,000. The amount if a Lender assigns or transfers any of its rights or obligations under the assignment shall be based on Loan Documents or changes its Lending Office and as a result of circumstances existing at the Commitment or outstanding Loans (if the Commitment has been terminated) subject to date the assignment, determined 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 date 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 Disqualified Institution or (y) have any liability with respect to or arising out of such 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 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 “Trade Date,” if 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 “Trade Date” is specified holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) the assignment. After giving effect to any assignmentBorrowers, the remaining Commitment of Agent, the other Lenders and the Fronting Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (3) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, and (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender4) shall either be zero or be at least $10,000,000. Unless no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”or any Lender together with one or more other Lenders) may at any time (x) assign all or a portion of its Commitments (and related outstanding Obligations) (i) to one or more banks other Lenders or to such assigning Lender’s parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (ii) in the case of any Lender that is a fund that invests in bank loans, any other entities fund that invests in bank loans and is managed by the same investment advisor or such Lender or by an Affiliate of such investment advisor or (y) assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender or Lenders of such Commitments (and related outstanding Obligations) to one or more Eligible Assignees (treating, solely for purposes of the foregoing $5,000,000 minimum limitation but not for any other purpose, including the fee payable to the Administrative Agent as hereinafter provided, (A) any fund that invests in bank loans and (B) any other fund that invests in bank loans and is managed by the same investment advisor as such fund or by an Affiliate of such investment advisor, as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of an assignment and assumption agreement (“Assignee LenderAssignment and Assumption Agreement”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E V (appropriately completed), provided that (i) at such time Schedule I shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may be) of such new Lender or the existing Lenders, (ii) upon surrender of the relevant Notes, new Notes will be issued by the Borrower to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender (but the Borrower shall not be obligated to pay the Administrative Agent’s or any Lender’s costs and expenses with respect to the issuance of such Note or Notes unless the assignment is made pursuant to Section 2.27), (iii) the consent of the Administrative Agent shall be required in connection with any assignment (which consent shall not be unreasonably withheld), (iv) unless an Event of Default has occurred and is continuing, the consent of the Borrower shall be required in connection with any assignment of Commitments to an assignee pursuant to clause (y) above (which consent shall not be unreasonably withheld), and (v) the Administrative Agent shall receive at the time of each such other form assignment the payment of a non-refundable assignment fee of $3,500 payable by the assignor or assignee (as may be agreed to by them) and, provided further, that such transfer or assignment will not be effective until recorded by the parties thereto (an “Assignment Agreement”)Administrative Agent on the Register pursuant to Section 13.07. Each such To the extent of any assignment pursuant to this Section 12.03, the assigning Lender shall be relieved of its obligations hereunder with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawits assigned Commitments.

Permitted Assignments. Any Lender (each an “Assignor 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 banks 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or other entities any Affiliate thereof)) (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E H or in such other form as may be agreed to by the parties thereto (an “Assignment Agreementand Assumption”). Each such assignment with respect to an Assignee Lender which is not a LenderExcept as otherwise hereinafter provided, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans consent of the Assignor Lender or (unless each of the Parent 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 consentsconsents (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 aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be based 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 Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment Amendment No. 3 Effective Date or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning later date on which it first became a Lender hereunder (or, if in the Commitments have been terminatedcase of this clause (ii), then such lesser amount to which the aggregate principal amount 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 Loans held this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately preceding sentence, which consent may be withheld by the assigning Lender) Borrower in its sole discretion); provided, that the Borrower shall either be zero or be at least $10,000,000. Unless deemed to have consented to any such assignment is consented unless it shall object thereto by written notice to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAdministrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Subject to its compliance with Section 14.3.2, a Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Obligations 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 discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its discretion); and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the 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 swap agreements relating to the Loans, provided that any payment by Borrowers to the assigning Lender (orin respect of any assigned 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless and no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of pledge shall release the assigning Lender if from its obligations hereunder or substitute any such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if pledgee or assignee for such assignment violates applicable lawLender as a party thereto.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) Eligible Assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan Documents. Such assignment shall be substantially Loans (including for purposes of this Section 12.3.1, participations in Swing Loans) at the time owing to it); provided that (a) except in the form case of Exhibit E an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in such other form as may be agreed the case of an assignment to by the parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee a Lender which is not a Lender, or an Affiliate of a Lender or an Approved Fund shall either be with respect to a Lender, the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in an amount equal to effect, the entire applicable Commitment and principal outstanding balance of the Loans of the Assignor assigning Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the each such assignment, determined as of the date of the Assignment and Assumption with respect to such assignment or as of is delivered to the “Trade Date,” Administrative Agent or, if the “Trade Date” is specified in the assignment. After giving effect to any assignmentAssignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the remaining Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (b) 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 rights in respect of Swing Loans; (c) any assignment of a Commitment must be approved by the Administrative Agent, each Swing Lender and, unless an Event of Default has occurred and is continuing, the Borrower (provided that such approvals shall not be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, unless waived by the Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.3.2, 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, 3.2, 3.4, 3.5, and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lenderat its expense) shall either 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 12.3.1 shall not be zero or be at least $10,000,000. Unless such treated as an assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawunder this Agreement.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an but not to Whirlpool or any of Whirlpool’s Affiliates or to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) (“Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents; provided that, (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 of its Commitment), (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the remaining amount of the assigning Lender’s 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 effective date thereof (which effective date, for the avoidance of doubt, shall be subject to the consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default under Section 8.02 or (solely with respect to Whirlpool or any other Borrower) 8.05 or 8.06 has occurred and is continuing, the consent of Whirlpool shall not be required; and provided further, however, that (x) in the case of assignment of a Loan to a Dutch Borrower to the extent the assignment concerns an amount of less than euro 100,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, the Purchaser is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act or (y) as soon as the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) and irrespective of the amount of the assignment, the Purchaser is not considered to be part of the public on the basis of such interpretation. Such Each such assignment shall be substantially in the form of Exhibit E C hereto or in such other form as may be agreed to by the 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 shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000thereto. The amount consent of the assignment each Issuing Lender shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect required prior to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawbecoming effective.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents, provided any such assignment must be of a Pro Rata Share of both the Revolving Loan Commitment and the Facility LC Commitment of such assignor. Such assignment shall be substantially in the form of Exhibit E 12.3.1 or in such other form as may be agreed to by the parties thereto. The consent of the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received written notice thereof), the Agent, the Swing Line Lender and each Issuer shall be required prior to an “Assignment Agreement”)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 Borrower Forms W-8BEN or W-8ECI (or successor forms, as applicable) 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 an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,000. The 5,000,000 or (ii) the remaining amount of the assignment shall be based on assigning Lender’s Commitment (calculated as at the Commitment date of such assignment) or outstanding Loans Credit Extensions (if the applicable Commitment has been terminated) subject to the assignment), determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held unless otherwise agreed by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by Borrower and the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAgent.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee Lender”"PURCHASERS") all or any part of its rights and obligations under the Loan Documents; PROVIDED that no Lender's Commitment shall be greater than 20% of the Aggregate Commitment after the effectiveness of any assignment. Such assignment shall be substantially in the form of Exhibit E EXHIBIT D or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Borrower and the Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate thereof or an Approved Fund; PROVIDED, HOWEVER, that if a Default has occurred and is continuing, the consent of 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 Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,0005,000,000 or (ii) the remaining amount of the assigning Lender's Commitment or Outstanding Credit Exposure (if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or outstanding Loans Outstanding Credit Exposure (if the applicable Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “"Trade Date,” ", if the “"Trade Date” " is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender 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 (each an “Assignor Lender”) may 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 banks 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or other entities any Affiliate thereof)) (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E M or in such other form as may be agreed to by the parties thereto (an “Assignment Agreementand Assumption”). Each such Except as otherwise hereinafter provided, the consent of the Borrower, the Administrative Agent and each of the Arrangers shall be required prior to an assignment becoming effective with respect to an Assignee Lender which is not a LenderPurchaser (except in the case of the consent of the Borrower only, an Affiliate of a assignment to another Lender or an Approved Fund shall either be in an amount equal to Affiliate thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the entire applicable Commitment and Loans consent of the Assignor Lender or (unless Borrower shall not be required. Unless each of the Parent Administrative Agent and the Administrative Agent Borrower otherwise consentsconsents (except that, 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 in the Revolving Credit Facility) be in an aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be based on 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 outstanding Loans (if the ii) thirty-five percent (35%) of such Lender’s Revolving Credit Commitment has been terminated) subject to the assignment, determined as of the date of such assignment this Agreement or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning later date on which it first became a Lender hereunder (or, if in the Commitments 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 or the Arrangers under this Section 13.3.1 shall not be unreasonably withheld or delayed, provided, that the Borrower shall be deemed to have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless consented to any such assignment is consented unless it shall object thereto by written notice to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAdministrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its Commitments and outstanding Loans and/or L/C Interests, together with its rights and obligations under the Loan Documents. Such Documents with respect thereto; provided, however, that (a) each such assignment shall be substantially in of a constant, and not a varying, percentage of all of the form assigning Lender's rights and obligations so assigned as it relates to such Lender's outstanding Term Loans or such Lender's Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the amount of Exhibit E such outstanding Term Loans or in such other form as may be agreed Revolving Commitment, outstanding Revolving Loans and L/C Interests of the assigning Lender being assigned pursuant to by the parties thereto (an “Assignment Agreement”). Each each such assignment with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified assignment) may be in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of such Lender's entire Revolving Commitment, outstanding Revolving Loans held by the assigning and L/C Interests, or such Lender) 's outstanding Term Loans, but otherwise shall either not be zero less than $5,000,000 or be at least an integral multiple of $10,000,000. Unless such assignment is 1,000,000 in excess of that amount unless otherwise consented to by the Parent or Borrower and the Agent; and (c) notwithstanding the foregoing clause (b), if the assignment is required by applicable law, no assignment may be made to a Lender, the amount of such Lender's the Revolving Commitment, outstanding Revolving Loans and L/C Interests or such Lender's outstanding Term Loans assigned shall not be less than $1,000,000 or an integral multiple thereof. Non pro-rata assignments shall be permitted. The consent of the Agent, the Issuer and the Swing Line Lender shall be required prior to any assignment of the Revolving Commitment, outstanding Revolving Loans and L/C Interests. The consent of the Borrower shall be required prior to any assignment unless (x) a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a (A) Lender, (B) an Affiliate of a Lender or (C) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the assigning ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender if or (iii) an entity or an Affiliate of an entity that administers or manages a Lender (such Person described in this clause (C), an “Approved Fund”); provided that the Borrower shall be deemed to have consented to any such assignment would increase unless it shall object thereto by written notice to the amounts payable Agent within five (5) Business Days after having received notice thereof. Any consents required by any Borrower hereunder. No assignment may this Section 12.3.1 shall not be made hereunder if such assignment violates applicable lawunreasonably withheld or delayed.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities other than the Borrower or any of its Affiliates (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate thereof, an Approved Fund or a Permitted Assignee; provided, however, that with respect to assignments after the Closing Date, the consent of the Borrower shall not be required except with respect to any assignment to a competitor of the Borrower identified to the Arrangers prior to the date hereof. Each such assignment with respect to a Purchaser which is not a Lender or an Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,0001,000,000 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 or Outstanding Credit Exposure (if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or outstanding Loans Outstanding Credit Exposure (if the applicable Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” ”, if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities other than the Borrower or any of its Affiliates (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate thereof or an Approved Fund; provided, however, that (i) if a Default or an Unmatured Default has occurred and is continuing, the consent of the 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 Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,0001,000,000 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 Outstanding Credit Exposure. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) Outstanding Credit Exposure subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” ”, if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities Persons (each an “Assignee LenderPurchasers”) all or 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 DocumentsDocuments with respect thereof; provided, however, that (i) each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender’s rights and obligations so assigned; (ii) the amount of the Revolving Loan Commitment 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 Revolving Loan Commitment but otherwise shall not be less than $5,000,000 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. Such 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 (thereto. The consent of the Senior Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender 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, an Affiliate any assignment of a Lender or an Approved Fund Revolving Loans and Revolving Loan Commitments shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawEligible Assignee.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents subject to the following conditions: (i) Each such assignment shall be of a constant and not varying ratable or non-pro rata percentage (as between the Term Loan Facility and the Revolving Facility) of the assigning Lender’s rights and obligations under the Loan Documents. ; (ii) Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto thereto; (an “Assignment Agreement”). iii) Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Revolving Loan Commitment and Loans Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans, as applicable, of the Assignor assigning Lender or (unless each of the Parent Company and the Administrative 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 Loans 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 the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect ; (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 assignmentPerson 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 remaining laws of the United States on payments by the Company in such jurisdiction, (B) in the case of an assignment of any Revolving Loan Commitment or Revolving Loan, shall have confirmed that it is exempt from any withholding tax under the laws of the Netherlands on payments by Dutch Borrowers (unless the Company has confirmed in writing its intention not to add any Dutch Borrowers to this Agreement under Section 2.24.1, or, following the addition of any Dutch Borrower under Such Section 2.24.1, all Dutch Borrowers have been removed from this Agreement pursuant to Section 2.24.2) and (C) in the case of an assignment of any Revolving Loan Commitment or Revolving Loan, shall have provided 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 G attached hereto (unless all UK Borrowers have been removed from this Agreement pursuant to Section 2.24.2), 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 (orvi) So long as no Default shall have occurred and be continuing, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless no such assignment is consented to by the Parent or is required by applicable law, no assignment may shall be made to an Affiliate any Person that is not capable of the assigning Lender if such assignment would increase the amounts payable by any lending (A) Agreed Currencies to each Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawand (B) each Type of Loan.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks banks, finance companies, insurance companies or other entities 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 (each an “Assignee Lender”"PURCHASERS") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E H hereto (an "ASSIGNMENT") or in such other form as may be agreed to by the parties thereto. The consent of the Company, the Administrative Agent, and the Syndication Agent with respect thereto (shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate 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 Affiliate that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business; provided, however, that if a Default has occurred and is continuing, the consent of the Company shall not be required. Such consent by the Company and the Agents shall not be unreasonably withheld or delayed. Each such assignment (other than an assignment to another Lender or an Approved Fund Affiliate thereof) shall either be in an amount equal not less than the lesser of (i) $10,000,000 and in integral multiples of $1,000,000 thereafter unless otherwise agreed to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and by the Administrative Agent otherwise consentsand, if no Default has occurred and is continuing, the Company, or (ii) be in an aggregate amount not less than $5,000,000. The the remaining amount of the assignment shall be based on the assigning Lender's Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined calculated as of at the date of such assignment or as assignment). If any Lender assigns a part of the “Trade Date,” 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 the “Trade Date” is specified any Lender assigns a part of its rights and obligations under this Agreement in the assignment. After giving effect respect of its Pro Rata Multicurrency Loans and/or Multicurrency Commitments in respect of Pro Rata Multicurrency Loans to any assignmenta Purchaser, the remaining Commitment of the assigning such Lender (or, if the shall assign proportionate interests in its Revolving Credit Loans and Revolving Credit Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless to such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawPurchaser.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its Revolving Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under the Loan DocumentsDocuments with respect thereto; provided, however, that (a) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations so assigned as it relates to either Lender’s outstanding Term Loan, 364-Day Loan or Lender’s Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the amount of the Revolving Commitment, outstanding Revolving Loans and L/C Interests, Term Loan and 364-Day Loan outstanding 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 Revolving Commitment, outstanding Revolving Loans and L/C Interests, Term Loan or 364-Day Loan, but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount unless otherwise consented to by the Borrower and the Agent; and (c) notwithstanding the foregoing clause (b), if the assignment is made to a Lender, the amount of the Revolving Commitment, outstanding Revolving Loans and L/C Interests, Term Loan or 364-Day Loan assigned shall not be less than $1,000,000 or an integral multiple thereof. Non pro-rata assignments shall be permitted. 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 (thereto. The consent of the Borrower and the Agent shall be required prior to an “Assignment Agreement”). Each such assignment of Term Loan or 364-Day Loans becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to Lender; provided, however, that if a Default has occurred and is continuing, the entire applicable Commitment and Loans consent of the Assignor Lender or (unless each Borrower shall not be required, and the consent of the Parent and the Administrative Agent otherwise consents) shall be in an aggregate amount not less than $5,000,000. The amount required prior to any assignment of the assignment shall be based on the Commitment or Revolving Credit Commitment, outstanding Revolving Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignmentand L/C Interests. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is Any consents required by applicable law, no assignment may this Section 12.3.1 shall not be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawunreasonably withheld or delayed.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (or $1,000,000 in the case of an Assignee Lender which is not assignment between existing Lenders) 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, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $15,000,000; 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 Agent and, provided no Default or Event of Default exists, Borrowers (which shall not be unreasonably withheld or delayed) shall be required prior to an assignment becoming effective with respect to an Eligible Assignee which is not a Lender or an Affiliate of a Lender, 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. Nothing contained herein shall limit in any way the right of Lenders to assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents or (ii) 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 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 (orin accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Loans to the extent of such payment, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”or any Lender together with one or more other Lenders) may at any time (x) assign all or (subject to Section 12.03(d)) a portion of its Commitments (and related outstanding Obligations) (i) to one or more banks other Lenders or to such assigning Lender's parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (ii) in the case of any Lender that is a fund that invests in bank loans, any other entities fund that invests in bank loans and is managed by the same investment advisor or such Lender or by an Affiliate of such investment advisor of (y) assign all or, if less than all (but subject to Section 12.03(d)), a portion equal to at least $5,000,000 in the aggregate for the assigning Lender or Lenders of such Commitments (and related outstanding Obligations) to one or more Eligible Assignees (treating, solely for purposes of the foregoing $5,000,000 minimum limitation but not for any other purpose, including the fee payable to the Administrative Agent as hereinafter provided, (A) any fund that invests in bank loans and (B) any other fund that invests in bank loans and is managed by the same investment advisor as such fund or by an Affiliate of such investment advisor, as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of an “Assignee Lender”assignment and assumption agreement ("Assignment and Assumption Agreement") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E V (appropriately completed), provided that (i) at such time Schedule I shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may be) of such new Lender or the existing Lenders, (ii) upon surrender of the relevant Notes, new Notes will be issued by the Company to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender (but the Company shall not be obligated to pay the Administrative Agent's or any Lender's costs and expenses with respect to the issuance of such Note or Notes unless the assignment is made pursuant to Section 2.27), (iii) the consent of the Administrative Agent shall be required in connection with any assignment (which consent shall not be unreasonably withheld), (iv) from and after May 21, 2000 and unless an Event of Default has occurred and is continuing, the consent of the Company shall be required in connection with any assignment of Commitments to an assignee pursuant to clause (y) above (which consent shall not be unreasonably withheld), and (v) the Administrative Agent shall receive at the time of each such other form assignment the payment of a non-refundable assignment fee of $3,500 payable by the assignor or assignee (as may be agreed to by them) and, provided further, that such transfer or assignment will not be effective until recorded by the parties thereto (an “Assignment Agreement”)Administrative Agent on the Register pursuant to Section 13.07. Each such To the extent of any assignment pursuant to this Section 12.03, the assigning Lender shall be relieved of its obligations hereunder with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawits assigned Commitments.

Permitted Assignments. Any Subject to its giving at least 2 Business Days notice to Agent and Borrowers, any Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender’s rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Outstandings 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 sole discretion, and with the approval of Borrowers, such approval not to be unreasonably withheld or delayed and to be deemed given by Borrowers if no objection is received by Agent from Borrowers within 2 Business Days of the time that such approval is sought by Agent) and integral multiples of $500,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender ’s rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its sole discretion, and with the approval of Borrowers, such approval not to be unreasonably withheld or delayed and to be deemed given by Borrowers if no objection is received by Agent from Borrowers within 2 Business Days of the time that such approval is sought by Agent); 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 Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of Lenders to assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents or (ii) 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 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 (orin accordance with the terms of this Agreement shall satisfy Borrowers’ obligations hereunder in respect of such assigned Loans to the extent of such payment, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any A Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , as long as (a) each assignment shall be substantially is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the form case of Exhibit E or a partial assignment, is in such other form as may be a minimum principal amount of $5,000,000 (unless otherwise agreed to by Administrative Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the parties thereto (case of an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender which is not in whole of a Lender’s rights and obligations, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the Revolver Commitments retained by the transferor Lender be at least $5,000,000 (unless otherwise agreed by Administrative Agent in its discretion); (c) the parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) prior written consent of Administrative Agent (not to be based on the Commitment unreasonably withheld or outstanding Loans (if the Commitment has been terminateddelayed) subject to the assignmentand, determined as prior written consent of the date of such assignment Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or as delayed, and shall be deemed given if no objection is made within two (2) Business Days after notice of the “Trade Date,” if proposed assignment and provided, that such approval shall not be required during the “Trade Date” initial syndication of the Loans until a successful syndication is specified achieved (as defined in the assignment. After giving effect to Fee Letter) or at any assignment, the remaining Commitment time that an Event of the assigning Lender (or, if the Commitments Default exists) shall have been terminated, then the aggregate principal amount of Loans held obtained by the assigning Lender; provided, that the consent of Administrative Agent and Borrower Agent shall not be required for assignments between Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) shall either be zero any Federal Reserve Bank or be at least $10,000,000. Unless the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such assignment is consented Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that any payment by the Parent or is required by applicable law, no assignment may be made Borrowers to an Affiliate of the assigning Lender if in respect of any Obligations assigned as described in this sentence shall satisfy Borrowers’ obligations hereunder to the extent of such payment, and no such assignment would increase shall release the amounts payable by any Borrower assigning Lender from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender 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 (each an “Assignor Lender”) may 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 banks 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or other entities any Affiliate thereof)) (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E M or in such other form as may be agreed to by the parties thereto (an “Assignment Agreementand Assumption”). Each such Except as otherwise hereinafter provided, the consent of the Borrower, the Administrative Agent and each of the Arrangers shall be required prior to an assignment becoming effective with respect to an Assignee Lender which is not a LenderPurchaser (except in the case of the consent of the Borrower only, an Affiliate of a assignment to another Lender or an Approved Fund shall either be in an amount equal to Affiliate thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the entire applicable Commitment and Loans consent of the Assignor Lender or (unless Borrower shall not be required. Unless each of the Parent Administrative Agent and the Administrative Agent Borrower otherwise consentsconsents (except that, 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 aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be based on 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 outstanding Loans (if the ii) thirty-five percent (35%) of such Lender’s Revolving Credit Commitment has been terminated) subject to the assignment, determined as of the date of such assignment this Agreement or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning later date on which it first became a Lender hereunder (or, if in the Commitments 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 or the Arrangers under this Section 13.3.1 shall not be unreasonably withheld or delayed, provided, that the Borrower shall be deemed to have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless consented to any such assignment is consented unless it shall object thereto by written notice to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAdministrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law (each an “Assignor Lender”) may 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 banks or other entities a Qualified Bank (each an “Assignee Lender”"Purchaser") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E L or in such other form as may be agreed to by the parties thereto (thereto. Except as otherwise hereinafter provided, the consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall either 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 (other than an assignment of a Competitive Bid Loan) shall be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be based on 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 outstanding Loans (if the ii) fifty percent (50%) of such Lender's Commitment has been terminated) subject to the assignment, determined as of the date of such assignment this Agreement or as of any later date on which it first became a Lender hereunder. Notwithstanding the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (orforegoing, if the Commitments have been terminatedObligations shall become due and payable, then 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 aggregate principal amount Administrative Agent's consent to any assignment that does not comply with the limitations contained in clause (a) above) any part of Loans held by its rights and obligations under the assigning Lender) shall either be zero Loan Documents to any Person (other than the Borrower, the Company or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an any Affiliate of the assigning Lender if such assignment would increase Borrower or of the amounts payable Company) without consent by any the Borrower hereunderor the Administrative Agent. No assignment may Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be made hereunder if such assignment violates applicable lawunreasonably withheld or delayed.

Permitted Assignments. Any Lender (each an “Assignor 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 banks 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or other entities any Affiliate thereof)) (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E H or in such other form as may be agreed to by the parties thereto (an “Assignment Agreementand Assumption”). Each such assignment with respect to an Assignee Lender which is not a LenderExcept as otherwise hereinafter provided, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans consent of the Assignor Lender or (unless each of the Parent 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 consentsconsents (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 Revolving Credit Facility) be in an aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be based on 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 outstanding Loans (if the ii) thirty-five percent (35%) of such Lender’s Revolving Credit Commitment has been terminated) subject to the assignment, determined as of the date of such assignment Amendment and Restatement Effective Date or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning later date on which it first became a Lender hereunder (or, if in the Commitments have been terminatedcase of this clause (b), then such lesser amount to which the aggregate principal amount 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 Loans held this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately preceding sentence, which consent may be withheld by the assigning Lender) Borrower in its sole discretion); provided, that the Borrower shall either be zero or be at least $10,000,000. Unless deemed to have consented to any such assignment is consented unless it shall object thereto by written notice to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAdministrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary --------------------- course of its business and in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Obligations and, in the 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 Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by 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 Agent (and, provided no Default or Event of Default exists, Borrowers, which consent shall not be unreasonably withheld or delayed) shall be required prior to an assignment becoming effective with respect to an Eligible Assignee which is not a Lender or an Affiliate of a Lender, 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 acceptable, Borrowers may within 120 days of such assignment, terminate this Agreement and indefeasibly pay in full all of the Obligations without any requirement that they pay the termination charges pursuant to 5.3.2 hereof. If Borrowers do not approve the assignment within such 20-day period, then Required Lenders may terminate this Agreement upon 120 days written notice to Borrowers. In the event of termination by Required Lenders under this Section, no prepayment premium shall be due or payable. Nothing contained herein shall limit in any way the right of Lenders to assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents or (ii) 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 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 (orin accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Loans to the extent of such payment, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No 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 may be made hereunder by such Lender and the other Lenders wish to continue as Lenders hereunder, upon 120 days prior written notice of such election by the Non-continuing Lender given prior to the end of the Original Term or any Renewal Term or following receipt of Borrowers' non- approval, the remaining Lenders shall purchase the Non-continuing Lender's interest in the Loans and Obligations in an amount equal to the principal, accrued interest and share of fees, if any, of such assignment violates applicable lawLender's interest in the Loans and Obligations at such date.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an but not to Whirlpool or any of Whirlpool’s Affiliates or to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person)) (“Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents; provided that, (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 of its Commitment), (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the remaining amount of the assigning Lender’s 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 effective date thereof (which effective date, for the avoidance of doubt, shall be subject to the consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default under Section 8.02 or (solely with respect to Whirlpool) 8.05 or 8.06 has occurred and is continuing, the consent of Whirlpool shall not be required. Such Each such assignment shall be substantially in the form of Exhibit E C hereto or in such other form as may be agreed to by the 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 shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawthereto.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law (each an “Assignor Lender”) may 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 another Lender or more banks or other entities a Qualified Bank (each an “Assignee Lender”"Purchaser") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E O or in such other form as may be agreed to by the parties thereto (thereto. Except as otherwise hereinafter provided, the consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall either 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 (other than an assignment of a Competitive Bid Loan) shall be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be based on 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 outstanding Loans (if the ii) fifty percent (50%) of such Lender's Commitment has been terminated) subject to the assignment, determined as of the date of such assignment this Agreement or as of any later date on which it first became a Lender hereunder. Notwithstanding the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (orforegoing, if the Commitments have been terminatedObligations shall become due and payable, then 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 aggregate principal amount Administrative Agent's consent to any assignment that does not comply with the limitations contained in clause (a) above) any part of Loans held by its rights and obligations under the assigning Lender) shall either be zero Loan Documents to any Person (other than the Borrower, the Company or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an any Affiliate of the assigning Lender if such assignment would increase Borrower or of the amounts payable Company) without consent by any the Borrower hereunderor the Administrative Agent. No assignment may Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be made hereunder if such assignment violates applicable lawunreasonably withheld or delayed.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) Eligible Assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan Documents. Such assignment shall be substantially Loans at the time owing to it); provided that: (a) except in the form case of Exhibit E an assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment and the Loans at the time owing to it or in such other form as may be agreed the case of an assignment to by the parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee a Lender which is not a Lender, or an Affiliate of a Lender or an Approved Fund shall either be with respect to a Lender (determined 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 an amount equal to effect, the entire applicable Commitment and principal outstanding balance of the Loans of the Assignor assigning Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the each such assignment, determined as of the date of the Assignment and Assumption with respect to such assignment or as of is delivered to the “Trade Date,” Administrative Agent or, if the “Trade Date” is specified in the assignment. After giving effect Assignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Visa Inc. otherwise consents (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (i) any assignmentassignment of a Tranche A Commitment must be approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and (ii) any assignment of a Tranche B Commitment must be approved by the Administrative Agent, and, unless an Event of Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (d) 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 U.S.$3,500, unless waived by the Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and (e) 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 remaining Commitment 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, or other compensating actions, including funding, with the consent of Visa Inc. 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. 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 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 (orshall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.3.4,

Permitted Assignments. Any Lender (each an “Assignor Lender”or any Lender together with one or more other Lenders) may at any time (x) assign all or a portion of its Commitments (and related outstanding Obligations) (i) to one or more banks other Lenders or to such assigning Lender’s parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (ii) in the case of any Lender that is a fund that invests in bank loans, any other entities fund that invests in bank loans and is managed by the same investment advisor or such Lender or by Table of Contents an Affiliate of such investment advisor or (y) assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender or Lenders of such Commitments (and related outstanding Obligations) to one or more Eligible Assignees (treating, solely for purposes of the foregoing $5,000,000 minimum limitation but not for any other purpose, including the fee payable to the Administrative Agent as hereinafter provided, (A) any fund that invests in bank loans and (B) any other fund that invests in bank loans and is managed by the same investment advisor as such fund or by an Affiliate of such investment advisor, as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of an assignment and assumption agreement (“Assignee LenderAssignment and Assumption Agreement”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E I (appropriately completed), provided that (i) upon surrender of the relevant Notes, new Notes will be issued by the Borrower to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender (but the Borrower shall not be obligated to pay the Administrative Agent’s or any Lender’s costs and expenses with respect to the issuance of such Note or Notes unless the assignment is made pursuant to Section 2.27), (ii) the consent of the Administrative Agent shall be required in connection with any assignment (which consent shall not be unreasonably withheld), (iii) unless an Event of Default has occurred and is continuing, the consent of the Borrower shall be required in connection with any assignment of Commitments to an assignee pursuant to clause (v) above (which consent shall not be unreasonably withheld), and (iv) the Administrative Agent shall receive at the time of each such other form assignment the payment of a non-refundable assignment fee of $3,500 payable by the assignor or assignee (as may be agreed to by them) and, provided further, that such transfer or assignment will not be effective until recorded by the parties thereto (an “Assignment Agreement”)Administrative Agent on the Register pursuant to Section 13.07. Each such To the extent of any assignment pursuant to this Section 12.03, the assigning Lender shall be relieved of its obligations hereunder with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawits assigned Commitments.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign (which may be non-pro rata among Loans and Commitments) to one or more banks or other entities Eligible Persons (each an “Assignee Lender”each, a "Purchaser") all or any part of its rights and obligations under the Loan DocumentsDocuments only with the consent (which shall not be unreasonably withheld, delayed or conditioned) of each Borrower, the Sole Lead Arranger and the Administrative Agent; provided, however, that (i) no consent of either Borrower, the Sole Lead Arranger or the Administrative Agent shall be required in the case of any assignment to another Lender or any Lender's Affiliate or an Approved Fund of any Lender (in which case, the assignee and assignor Lenders shall give notice of the assignment to the Sole Lead Arranger and the Administrative Agent); (ii) no consent of either Borrower, the Sole Lead Arranger or the Administrative Agent need be obtained if any Default shall have occurred and be continuing; (iii) each assignment, other than to a Lender or any Lender's Affiliate or an Approved Fund of any Lender and other than any assignment effected by the Sole Lead Arranger or any of its Affiliates in connection with the syndication of the Commitments and/or Loans or otherwise, shall not reduce the assignor's Loans and Commitments to less than $5.0 million (unless reduced to $0 or unless each Borrower and the Sole Lead Arranger otherwise consent) and shall be in an aggregate amount of at least $5.0 million (unless the assignor's Loans and Commitments are reduced to $0 or unless each Borrower and the Sole Lead Arranger otherwise consent) and (iv) in no event may any such assignment be made to either Borrower or any of its Affiliates without consent of all Lenders unless the Purchaser agrees in writing that its Loans or Notes shall not be deemed outstanding for any matter under Section 8.2 or any other vote or consent of the Lenders under the Loan Documents of the Loans or Commitments. Such Each assignment shall be made pursuant to an agreement substantially in the form of Exhibit E C or in such other form as may be agreed to by the 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 shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to Sole Lead Arranger (an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law"Assignment Agreement").

Permitted Assignments. Any Lender (each an “Assignor 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 banks 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or other entities any Affiliate thereof)) (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E H or in such other form as may be agreed to by the parties thereto thereto, the Administrative Agent and, so long as no Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the Borrower (an “Assignment Agreementand Assumption”). Each such assignment with respect to an Assignee Lender which is not a LenderExcept as otherwise hereinafter provided, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans consent of the Assignor Lender or (unless each of the Parent 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 consentsconsents (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 Revolving Credit Facility) be in an aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be based on 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 outstanding Loans (if the ii) thirty-five percent (35%) of such ▇▇▇▇▇▇’s Revolving Credit Commitment has been terminated) subject to the assignment, determined as of the date of such assignment Closing Date or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning later date on which it first became a Lender hereunder (or, if in the Commitments have been terminatedcase of this clause (b), then such lesser amount to which the aggregate principal amount 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 Loans held this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately preceding sentence, which consent may be withheld by the assigning Lender) Borrower in its sole discretion); provided, that the Borrower shall either be zero or be at least $10,000,000. Unless deemed to have consented to any such assignment is consented unless it shall object thereto by written notice to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAdministrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Subject to its compliance with Section 14.3.2, a Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Obligations 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 discretion) and integral multiples of $1,000,000in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its discretion); and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the 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 swap agreements relating to the Loans, provided that any payment by Borrowers to the assigning Lender (orin respect of any assigned 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless and no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of pledge shall release the assigning Lender if from its obligations hereunder or substitute any such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if pledgee or assignee for such assignment violates applicable lawLender as a party thereto.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E or in such other form as may be agreed to by the 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 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 aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Revolving Credit Commitment or outstanding Loans (if the Revolving Credit Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Revolving Credit Commitment of the assigning Lender (or, if the Revolving Credit Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.. #89365364v21

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities that are not Ineligible Institutions (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Aggregate Commitment and Loans Aggregate Outstanding Credit Exposure of the Assignor assigning Lender or (unless each of the Parent ABL and the Administrative Agent otherwise consents) be in an aggregate amount with respect to any Class of Loans or Commitments of not less than $5,000,000. The amount of the assignment shall be based on the Aggregate Commitment or outstanding Loans Aggregate Outstanding Credit Exposure (if the Aggregate Commitment has been terminated) subject to the assignmentAssignment Agreement, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignmentAssignment Agreement. After giving effect to any assignment, the remaining Commitment of the assigning Lender (orThe assignee, if it shall not be a Lender, shall deliver to the Commitments have been terminated, then Administrative Agent an Administrative Questionnaire in which the aggregate principal amount of Loans held by assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the assigning LenderCompany and its affiliates and their Related Parties or their respective securities) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may will be made to an Affiliate of available and who may receive such information in accordance with the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates assignee’s compliance procedures and applicable lawlaws, including Federal and state securities laws.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee Lender”"Purchasers") all or any part of its rights and obligations under the Loan Documents, provided any such assignment must be of a Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such assignor. Such assignment shall be substantially in the form of Exhibit E 12.3.1 or in such other form as may be agreed to by the parties thereto thereto. The consent of the Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided if a Default has occurred and is continuing, 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 Borrower Forms W-8BEN or W-8ECI (an “Assignment Agreement”)or successor forms, as applicable) 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 an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,000. The 5,000,000 or (ii) the remaining amount of the assignment shall be based on assigning Lender's Commitment (calculated as at the Commitment date of such assignment) or outstanding Loans Credit Extensions (if the applicable Commitment has been terminated), and after giving effect thereto, the assigning Lender shall have Commitments or outstanding Credit Extensions (if the applicable Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to 5,000,000 or $0, in each case, unless otherwise agreed by the Parent or is required by applicable law, no assignment may be made to an Affiliate of Borrower and the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAgent.

Permitted Assignments. Any Subject to its giving at least 5 Business Days notice to Agent and Borrower, any Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Revolver Loans, LC Obligations, 1995 Bonds and Term Loan and, in the case of a partial assignment, is in a minimum principal amount of $2,500,000 (unless otherwise agreed by Agent in its sole discretion) and integral multiples of $500,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by 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 Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of Lenders to assign (i) with the prior written consent of Agent (not to be unreasonably withheld or delayed) to any Eligible Assignee all of their rights and obligations under the Loan Documents or (ii) 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 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 Borrower to the assigning Lender (orin 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee Lender”"PURCHASERS") all or any part of its Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under the Loan DocumentsDocuments with respect thereto; PROVIDED, HOWEVER, that (a) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations so assigned; (b) the amount of the Commitment 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 Commitment but otherwise shall not be less than $10,000,000 or an integral multiple of $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 SECTIONS 2.19(a)(ii) or 3.5, the Commitment assigned may be in the amount of the relevant NonConsenting Lender's entire remaining Commitment after giving effect to all assignments pursuant to SECTION 2.19(a)(i). Such assignment shall be substantially in the form of Exhibit E EXHIBIT D hereto or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Borrower and the Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender; PROVIDED, an Affiliate of HOWEVER, that if a Lender or an Approved Fund shall either be in an amount equal to Default has occurred and is continuing, the entire applicable Commitment and Loans consent of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) Borrower shall not be in an aggregate amount required. Such consents shall not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawunreasonably withheld.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee Lender”"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 Lender or an Affiliate of a Lender, such assignment shall be in a minimum amount of (a) $10,000,000 or (b) all of such Lender's Revolving Credit Commitment and Loans. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swing Loan Lender to assign a portion of such Swing Loan Lender's Swing Loans to the assignee or an appropriate affiliate of the assignee equal to the same portion of the Revolving Credit Commitments and Revolving Credit Loans sold to such Assignee. No Swing Loan Lender may assign any portion of its Swing Loans unless it or its affiliate which is a Revolving Lender assigns the same portion of such Revolving Lender's Revolving Credit Commitments and Revolving Credit Loans to the Person or an affiliate of the Person purchasing the assignment from such Swing Loan Lender Such assignment shall be substantially in the form of Exhibit E H or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Agent and, so long as no Default is continuing, the Borrower shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof. Such consent shall either not be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawunreasonably withheld.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities other than the Parent or any of its Affiliates (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate thereof or an Approved Fund; provided, however, that (i) if a Default or an Unmatured Default has occurred and is continuing, the consent of the 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 Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,0001,000,000 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 Outstanding Credit Exposure. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) Outstanding Credit Exposure subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” ”, if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with Applicable Law, at any time time, without charge to Borrower therefor, assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $5,000,000; 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 Agent and, provided no Default or Event of Default exists, Borrower (which shall not be unreasonably withheld or delayed) shall be required prior to an assignment becoming effective with respect to an Eligible Assignee which is not a Lender or an Affiliate of a Lender, 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 H attached hereto. Nothing contained herein shall limit in any way the right of Lenders to assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents or (ii) 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 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 Borrower to the assigning Lender (orin 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit E D or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, the Company (i) in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Loans Revolving Credit Obligations of the Assignor assigning Lender or (unless each of the Parent and the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount not less than of $5,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) in the case of any assignment of 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 is continuing, the Company otherwise consents) be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment or outstanding Loans (if the Commitment has been terminated) and Revolving Credit Obligations subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAssignment Agreement.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit E D or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) (i) in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Loans Revolving Credit Obligations of the Assignor assigning Lender or (unless each of the Parent and the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount not less than of $5,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) in the case of any assignment of 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 is continuing, the Company otherwise consents) be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment or outstanding Loans (if the Commitment has been terminated) and Revolving Credit Obligations subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAssignment Agreement.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents subject to the following conditions: (i) Each such assignment shall be of a constant and not varying ratable or non-pro rata percentage (as between the Term Loan Facility and the Revolving Facility) of the assigning Lender’s rights and obligations under the Loan Documents. ; (ii) Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto thereto; (an “Assignment Agreement”). iii) Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Revolving Loan Commitment and Loans Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans, as applicable, of the Assignor assigning Lender or (unless each of the Parent Company and the Administrative 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 Loans 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 the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect ; (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 assignmentPerson 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 remaining Commitment laws of the United States on payments by the Company in such jurisdiction, (B) shall have confirmed that it is exempt from any withholding tax under the laws of 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 (orvi) So long as no Default shall have occurred and be continuing, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless no such assignment is consented to by the Parent or is required by applicable law, no assignment may shall be made to an Affiliate any Person that is not capable of the assigning Lender if such assignment would increase the amounts payable by any lending (A) Agreed Currencies to each Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawand (B) each Type of Loan.

Permitted Assignments. (i) Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) Eligible Assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loan Documents. Such assignment Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Company; provided that no consent of the Company shall be substantially in the form of Exhibit E or in such other form as may be agreed required (1) for an assignment to by the 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 or (2) if a Default or Unmatured Default has occurred and is continuing, for any other assignment; provided further that the Company shall either be in an amount equal deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof from the Administrative Agent; (B) the Administrative Agent; and (C) each Issuing Bank, in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its L/C Obligations; (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire applicable remaining amount of the assigning Lender’s [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] Commitment and or Loans of any Class, the amount of the Commitment or Loans of the Assignor assigning Lender or subject to each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Parent Company and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount ; provided that no such consent of the Company shall be required if a Default has occurred and is continuing; (B) each partial assignment shall be based on made as an assignment of a proportionate part of all the Commitment assigning Lender’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or outstanding Loans Loans; (if C) the Commitment has been terminatedparties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement substantially in the form of Exhibit C hereto, together with a processing and recordation fee of $3,500, provided that only one such processing and recordation fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and (D) subject if, prior to the assignment, determined as the assignee was not a Lender, it shall deliver to the Administrative Agent any tax forms and additional information required under Section 2.13(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment Agreement the assignee thereunder shall be a party hereto and, to the extent of the date interest assigned by such Assignment Agreement, have the rights and obligations of such assignment or as a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all 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 2.13(e), 4.01, 4.02, 4.04 and 11.06). (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Trade Date,” Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] by the Company and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of an Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed tax forms required under Section 2.13(e) and Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section 14.03(a), the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment Agreement or so record the information contained therein if the “Trade Date” Administrative Agent reasonably believes that such Assignment Agreement lacks any written consent required by this Section 14.03(a) or is specified otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment Agreement, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the assignment. After giving effect Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (such determination to any assignmentbe made in the sole discretion of the Administrative Agent, which determination may be conditioned on the remaining Commitment consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment Agreement, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 14.03(a) with respect thereto (or, if other than the Commitments consent of the Administrative Agent) have been terminatedobtained and that such Assignment Agreement is otherwise duly completed and in proper form, then the aggregate principal amount and each assignee, by its execution and delivery of Loans held by the assigning Lender) an Assignment Agreement, shall either be zero or be at least $10,000,000. Unless such assignment is consented deemed to by the Parent or is required by applicable law, no assignment may be made have represented to an Affiliate of the assigning Lender if and the Administrative Agent that such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawassignee is an Eligible Assignee.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) Eligible Assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan Documents. Such assignment shall be substantially Loans (including for purposes of this Section 13.3.1, participations in Swing Loans) at the time owing to it); provided that (a) except in the form case of Exhibit E an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in such other form as may be agreed the case of an assignment to by the parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee a Lender which is not a Lender, or an Affiliate of a Lender or an Approved Fund shall either be with respect to a Lender, the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in an amount equal to effect, the entire applicable Commitment and principal outstanding balance of the Loans of the Assignor assigning Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the each such assignment, determined as of the date of the Assignment and Assumption with respect to such assignment or as of is delivered to the “Trade Date,” Administrative Agent or, if the “Trade Date” is specified in the assignmentAssignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Visa Inc. otherwise consents (each such consent not to be unreasonably withheld or delayed); (b) 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 rights in respect of Swing Loans; (c) any assignment of a Commitment must be approved by the Administrative Agent, each Swing Lender and, unless an Event of Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, unless waived by the Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire. After giving effect 76 Five-Year Revolving Credit Agreement Subject to any assignmentacceptance 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 remaining Commitment 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, 3.2, 3.4, 3.5, and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable Borrower (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lenderat its expense) shall either 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 not be zero treated as an assignment under this Agreement. The Administrative Agent is hereby authorized and directed to amend Schedule 1 from time to time to reflect any assignment or be at least $10,000,000. Unless transfer pursuant to this Section 13.3.1, any transaction effected pursuant to Section 13.5 and the addition of any Lender pursuant to Section 2.27, and to deliver such assignment is consented amended Schedule 1 to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawBorrowers and each Lender.

Permitted Assignments. Any Subject to its giving at least 5 Business Days notice to Agent and Borrower, any Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Revolver Loans, LC Obligations, 1995 Bonds and Term Loan and, in the case of a partial assignment, is in a minimum principal amount of $2,500,000 (unless otherwise agreed by Agent in its sole discretion) and integral multiples of $500,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by 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 Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of Lenders to assign (i) with the prior written consent of Agent (not to be unreasonably withheld or delayed) to any Eligible Assignee all of their rights and obligations under the Loan Documents or (ii) 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 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 Borrower to the assigning Lender (orin 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may Notwithstanding anything to the contrary contained in this SECTION 13.3.1, when the consent of Agent is required under this SECTION 13.3.1 (or pursuant to the definition of "Eligible Assignee"), such consent of Agent shall not be made hereunder if such assignment violates applicable lawunreasonably withheld.

Permitted Assignments. Any A Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , as long as (a) each assignment shall be substantially is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the form case of Exhibit E or in such a partial assignment to a Person other form as may be agreed to by the parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender which is not than a Lender, an a U.S.-based or Irish-based Affiliate of a Lender or an Approved Fund shall either be Fund, is in an a minimum principal amount equal to the entire applicable Commitment and Loans of the Assignor Lender or $10,000,000 (unless each of the Parent and the otherwise agreed by Administrative Agent otherwise consentsin its discretion) be and integral multiples of $5,000,000 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 not less than $5,000,000. The amount of the Commitments retained by the transferor Lender is at least $10,000,000 (unless otherwise agreed by Administrative Agent in its discretion); and (c) the parties to each such assignment shall be based on execute and deliver to Administrative Agent, for its acceptance and recording, an Assignment and Assumption. Nothing herein shall limit the Commitment right of a Lender to pledge or outstanding Loans assign any rights under the Loan Documents to (if i) any Federal Reserve Bank or the Commitment has been terminated) subject United States Treasury as collateral security pursuant to the assignment, determined as Regulation A of the date of Board and any Operating Circular issued by such assignment Federal Reserve Bank or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect any other central banking authority, or (ii) counterparties to swap agreements relating to any assignmentLoans; provided, the remaining Commitment of however, that any payment by any Loan Party to the assigning Lender (orin respect of any Obligations assigned as described in this sentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, if the Commitments have been terminated, then the aggregate principal amount of Loans held by and no such assignment shall 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW release the assigning Lender) Lender from its obligations hereunder. So long as no Event of Default shall either be zero or be at least $10,000,000. Unless such assignment have occurred and is consented to by the Parent or is required by applicable lawcontinuing, no assignment may or transfer of all or a portion of rights and obligations under this Agreement (including all or a portion of its Commitment or the Loans at the time owing to it) shall be made by a Lender that is a Swiss Qualifying Bank to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawassignee that is not a Swiss Qualifying Bank except in accordance with Section 11.04(f).

Permitted Assignments. Any Lender (each an “Assignor Lender”) may , in the ordinary course of its business and in accordance with applicable law, at any time time, may assign to one or more banks or other entities (each an “Assignee Lender”) all or any part portion (greater than or equal to $5,000,000 per assignee) of its rights and obligations under the Loan Documents. Notwithstanding the foregoing provision, any assignment by a Lender to another Lender in the Facility or an Affiliate thereof or an Affiliate of the assigning Lender shall not be subject to either the $5,000,000 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 Exhibit E F hereto or in such other form as may be agreed to by the parties thereto (an “Assignment Agreement”the "Assignment"). Each So long as no Default has occurred and is continuing, Borrower's consent shall be required for any assignment provided that if such assignment is to 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 Default 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 assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either be Affiliate thereof. Notwithstanding any other provision set forth in an amount equal this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, amounts owing to the entire applicable Commitment and Loans it in favor of any Federal Reserve Bank in accordance with Regulation A of the Assignor Lender or (unless each Board of Governors of the Parent and Federal Reserve System), provided that no such security interest or the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held exercise by the assigning Lender) secured party of any of its rights thereunder shall either be zero or be at least $10,000,000. Unless release Lender from its funding obligations hereunder and such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawshall retain all voting rights.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee Lender”"Purchasers") all or any part of its rights and obligations under the Loan Credit Documents; provided, however, that in the case of an assignment to an entity which is not a Lender or an Affiliate of a Lender, such assignment shall be in a minimum amount of the lesser of (i) $5,000,000.00 and (ii) all of such Lender's Commitments and Advances of the Class 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 assignee or an appropriate affiliate of the assignee equal to the same portion of the Revolving Commitments and Revolving Advances sold to such 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 Person purchasing the assignment from such Swingline Bank. Such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit E A or in such other form as may be agreed to by the parties thereto (an “"Assignment Agreement”and Acceptance"). Each such The consent of the Administrative Agent and, so long as no Default is continuing, the Company shall be required prior to an assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof. Such consent shall either not be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawunreasonably withheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law (each an “Assignor Lender”) may 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 banks or other entities a Qualified Bank (each an “Assignee Lender”"Purchaser") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E M or in such other form as may be agreed to by the parties thereto (thereto. Except as otherwise hereinafter provided, the consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall either 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 equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be based on 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 outstanding Loans (if the ii) fifty percent (50%) of such Lender's Commitment has been terminated) subject to the assignment, determined as of the date of such assignment this Agreement or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning 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 Commitments have been terminatedObligations shall become due and payable, then 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 aggregate principal amount Administrative Agent's consent to any assignment that does not comply with the limitations contained in clause (a) above) any part of Loans held by its rights and obligations under the assigning Lender) shall either be zero Loan Documents to any Person (other than the Borrower, the Company or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an any Affiliate of the assigning Lender if such assignment would increase Borrower or of the amounts payable Company) without consent by any the Borrower hereunderor the Administrative Agent. No assignment may Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be made hereunder if such assignment violates applicable lawunreasonably withheld or delayed.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) Eligible Assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan Documents. Such assignment shall be substantially Loans (including for purposes of this Section 13.3.1, participations in Swing Loans) at the time owing to it); provided that: (a) except in the form case of Exhibit E an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in such other form as may be agreed the case of an assignment to by the parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee a Lender which is not a Lender, or an Affiliate of a Lender or an Approved Fund shall either be with respect to a Lender (determined 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 an amount equal to effect, the entire applicable Commitment and principal outstanding balance of the Loans of the Assignor assigning Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the each such assignment, determined as of the date of the Assignment and Assumption with respect to such assignment or as of is delivered to the “Trade Date,” Administrative Agent or, if the “Trade Date” is specified in the assignment. After giving effect to any assignmentAssignment and Assumption, the remaining Commitment as of the assigning Lender Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Visa Inc. otherwise consents (or, if the Commitments have been terminated, then the aggregate principal amount each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of Loans held by 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 either 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 zero unreasonably withheld or delayed and shall not be at least $10,000,000. Unless such assignment required if an Event of Default has occurred and is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.continuing;

Permitted Assignments. (i) Any Lender (each an “Assignor Lender”) may at any time assign to one or more banks or other entities (each an “Assignee Lender”) Eligible Assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loan Documents. Such assignment Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Company; provided that no consent of the Company shall be substantially in the form of Exhibit E or in such other form as may be agreed required (1) for an assignment to by the 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 or (2) if a Default or Unmatured Default has occurred and is continuing, for any other assignment; provided further that the Company shall either be in an amount equal deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof from the Administrative Agent; (B) the Administrative Agent; and (C) each Issuing Bank, in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its L/C Obligations; (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire applicable remaining amount of the assigning Lender’s Commitment and or Loans of any Class, the amount of the Commitment or Loans of the Assignor assigning Lender or subject to each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Parent Company and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount ; provided that no such consent of the Company shall be required if a Default has occurred and is continuing; (B) each partial assignment shall be based on made as an assignment of a proportionate part of all the Commitment assigning Lender’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or outstanding Loans Loans; (if C) the Commitment has been terminatedparties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement substantially in the form of Exhibit C hereto, together with a processing and recordation fee of $3,500, provided that only one such processing and recordation fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and (D) subject if, prior to the assignment, determined as the assignee was not a Lender, it shall deliver to the Administrative Agent any tax forms and additional information required under Section 2.13(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment Agreement the assignee thereunder shall be a party hereto and, to the extent of the date interest assigned by such Assignment Agreement, have the rights and obligations of such assignment or as a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all 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 2.13(e), 4.01, 4.02, 4.04 and 11.06). (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Trade Date,” Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of an Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed tax forms required under Section 2.13(e) and Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section 14.03(a), the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment Agreement or so record the information contained therein if the “Trade Date” Administrative Agent reasonably believes that such Assignment Agreement lacks any written consent required by this Section 14.03(a) or is specified otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment Agreement, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the assignment. After giving effect Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (such determination to any assignmentbe made in the sole discretion of the Administrative Agent, which determination may be conditioned on the remaining Commitment consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment Agreement, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 14.03(a) with respect thereto (or, if other than the Commitments consent of the Administrative Agent) have been terminatedobtained and that such Assignment Agreement is otherwise duly completed and in proper form, then the aggregate principal amount and each assignee, by its execution and delivery of Loans held by the assigning Lender) an Assignment Agreement, shall either be zero or be at least $10,000,000. Unless such assignment is consented deemed to by the Parent or is required by applicable law, no assignment may be made have represented to an Affiliate of the assigning Lender if and the Administrative Agent that such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawassignee is an Eligible Assignee.

Permitted Assignments. Any Subject to its compliance with SECTION 13.3.2, a Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Outstandings 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 sole discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its sole discretion); (iii) the parties to each such 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 exists, Borrowers shall have consented to the assignment in writing prior to such assignment (which consent shall not be unreasonably withheld or delayed). Nothing contained herein shall limit in any way the right of a Lender to assign all or any portion of 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 (orin respect of such assigned 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless and no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents, provided unless a Default or Unmatured Default has occurred and is continuing at the time 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 substantially in the form of Exhibit E D or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate thereof or an Approved Fund; provided, however, that if a Default has occurred and is continuing, the consent of 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 Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,00010,000,000 and in increments of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender’s Commitment or Outstanding Credit Exposure (if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or outstanding Loans Outstanding Credit Exposure (if the applicable Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” ”, if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an but not to Whirlpool or any of Whirlpool’s Affiliates or to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) (“Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents; provided that, (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 of its Commitment), (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the remaining amount of the assigning Lender’s 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 effective date thereof (which effective date, for the avoidance of doubt, shall be subject to the consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that (1) if a Default under Section 8.02 or (solely with respect to Whirlpool) 8.05 or 8.06 has occurred and is continuing, the consent of Whirlpool shall not be required and (2) if any Default has occurred and is continuing, the consent of Whirlpool shall not be required for any assignment to a commercial bank, trust company or insurance company with capital and surplus of not less than $500,000,000. Such Each such assignment shall be substantially in the form of Exhibit E C hereto or in such other form as may be agreed to by the 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 shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawthereto.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee Lender”"Purchasers") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E C or in such other form as may be agreed to by the parties thereto (thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”)assignment becoming effective with respect to a 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. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,000. The 5,000,000.00 or (ii) the remaining amount of the assignment shall be based on assigning Lender's Commitment (calculated as at the Commitment date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Upon (i) subject delivery to the Administrative Agent of an assignment, determined as together with any consents required by this Section, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The 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 "plan assets" under ERISA. On and after the effective date of such assignment assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or as on behalf of the “Trade Date,” Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the “Trade Date” is specified in Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect such assignment. After giving effect Upon the consummation of any assignment to any assignmenta Purchaser pursuant to this Section, the remaining Commitment of transferor Lender, the assigning Lender (orAdministrative Agent and the Borrower shall, if the Commitments have been terminatedtransferor Lender or the Purchaser desires that its Loans be evidenced by Notes, then the aggregate make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless amounts reflecting their respective Commitments, as adjusted pursuant to such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawassignment.

Permitted Assignments. Any Lender (each an “Assignor 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 banks 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or other entities any Affiliate thereof)) (each an “Assignee LenderPurchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E H or in such other form as may be agreed to by the parties thereto thereto, the Administrative Agent and, so long as no Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the Borrower (an “Assignment Agreementand Assumption”). Each such assignment with respect to an Assignee Lender which is not a LenderExcept as otherwise hereinafter provided, an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Loans consent of the Assignor Lender or (unless each of the Parent 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 consentsconsents (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 aggregate amount not less than $5,000,000. The amount 5,000,000 and in integral multiples of the $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be based 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 Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment Amendment No. 5 Effective Date or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning later date on which it first became a Lender hereunder (or, if in the Commitments have been terminatedcase of this clause (ii), then such lesser amount to which the aggregate principal amount 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 Loans held this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately preceding sentence, which consent may be withheld by the assigning Lender) Borrower in its sole discretion); provided, that the Borrower shall either be zero or be at least $10,000,000. Unless deemed to have consented to any such assignment is consented unless it shall object thereto by written notice to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAdministrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and to the 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; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by 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 Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee which is not a Lender or an Affiliate of a Lender, 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 way the right of 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 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 Borrower to the assigning Lender (orin 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless but no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee Lender”"Purchasers") all or any part of its rights and obligations under the Loan DocumentsDocuments subject, 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 substantially in the form of Exhibit E "F" hereto or in such other form as may be agreed to by the parties thereto (Agent. The consent of the Agent and the Borrower shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall either not be required; 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 an amount 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 entire applicable Commitment and Loans product of (x) such Lender's Percentage after giving effect to such assignment, multiplied by (y) the Assignor Lender or aggregate Stated Amount of all outstanding Letters of Credit, (unless each B) a new Letter of Credit from the Parent and Purchasers in the Administrative Agent otherwise consentsStated Amount equal to the product of (x) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject such Purchaser's Percentage after giving effect to the assignment, determined as 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 date of such assignment or as of Borrower and the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) Agent shall either not be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawunreasonably withheld.

Permitted Assignments. Any Subject to Section 13.4 and the further provisions of this Section 13.3, any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks banks, finance companies, insurance companies or other entities 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 (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit E G hereto (an “Assignment”) or in such other form as may be agreed to by the parties thereto (an “Assignment Agreement”)thereto. Each such assignment with respect The consent of the Agent, the LC Issuer and the Company shall be required prior to an Assignee assignment becoming effective, which consent shall not be unreasonably withheld or delayed; provided, that, the consent of the Company shall not be required for an assignment to (i) a Lender which is not a Lender, or an Affiliate of a Lender unless such assignment would result in any Lender holding greater than fifty percent (50%) of the Commitments, in which case consent of the Company shall be required, or an Approved Fund (ii) during the continuance of any Default, any other assignee. Each such assignment shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,000. The 5,000,000 (or its USD Equivalent), or (ii) the remaining amount of the assignment shall be based on the assigning Lender's Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined calculated as of at the date of such assignment or as assignment). No Assignment shall be permitted by a Lender that has any Alternate Currency Commitment unless (i) the assignee agrees to assume the entire obligation of the “Trade Date,” if assignor to make Alternate Currency Loans and agrees to assume all outstanding Alternate Currency Loans and (ii) such assumptions by the “Trade Date” is specified assignee do not result in the assignment. After giving effect any Borrower being required to make additional payments to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawunder this Agreement.

Permitted Assignments. Any Subject to its compliance with SECTION 14.3.2, a Lender (each an “Assignor Lender”) may may, in accordance with Applicable Law, at any time assign to one or more banks or other entities (each an “any Eligible Assignee Lender”) all or any part of its rights and obligations under the Loan Documents. Such , so long as (i) each assignment shall be substantially in is of a constant, and not a varying, ratable percentage of all of the form of Exhibit E or in such other form as may be agreed to by transferor Lender's rights and obligations under the parties thereto (an “Assignment Agreement”). Each such assignment Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Administrative Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an Assignee Lender which is not assignment in whole of a Lender, an Affiliate of a Lender 's rights and obligations under the Loan Documents or an Approved Fund shall either be in an amount equal assignment by one original signatory to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject this Agreement to the assignmentanother such signatory, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After immediately after giving effect to any assignment, the remaining Commitment aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Administrative Agent in its discretion); and (iii) the parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the 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, provided that, in each case, no such pledge or assignment of a security interest shall release any Lender from any of its obligations hereunder or substitute any such pledgee or assignee for any Lender as a party hereto, (y) direct or indirect contractual counterparties in swap agreements relating to the Loans, provided that any payment by Borrowers to the assigning Lender (orin respect of any assigned 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, if the Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless and no such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of shall release the assigning Lender if such assignment would increase the amounts payable by any Borrower from its obligations hereunder. No assignment may be made hereunder if such assignment violates applicable law.

Permitted Assignments. Any Lender (each an “Assignor Lender”) may may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (each an “Assignee LenderPurchasers”) all or any part of its rights and obligations under the Loan Documents, provided (a) any such assignment must be of a Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such assignor. Such assignment shall be substantially in the form of Exhibit E 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 of such assignment in a manner reasonably acceptable to the Agent (it being understood and agreed that any such consent theretofore granted by a Lender shall be 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 Agreement”)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 Borrower Forms W-8BEN or W-8ECI (or successor forms, as applicable) 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 an Assignee Lender a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund Affiliate thereof shall either be in an amount equal to the entire applicable Commitment and Loans of the Assignor Lender or (unless each of the Parent Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than the lesser of (i) $5,000,000. The 5,000,000 or (ii) the remaining amount of the assignment shall be based on assigning Lender’s Commitment (calculated as at the Commitment date of such assignment) or outstanding Loans Credit Extensions (if the applicable Commitment has been terminated) subject to the assignment), determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any assignment, the remaining Commitment of the assigning Lender (or, if the Commitments have been terminated, then the aggregate principal amount of Loans held unless otherwise agreed by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by Borrower and the Parent or is required by applicable law, no assignment may be made to an Affiliate of the assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be made hereunder if such assignment violates applicable lawAgent.