Common use of Assignment by the Lenders Clause in Contracts

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,000, such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,0005,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender Agent and, in all cases if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, further that each remaining continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount. Notwithstanding the foregoing, (a) a Lender may sell or assign its Individual Commitment Amount Rateable Portion to an Affiliate thereof existing Lender without the consent of the AgentAgent or the Borrower, (b) a Lender may sell or assign its Rateable Portion to an Affiliate thereof or an Approved Fund without the Swing Line Lender, consent of the Fronting Lenders Agent or the Borrower if (ai) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (bii) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment; and (c) a 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 20.2 shall not apply to any such pledge or assignment of a security interest; provided 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 a party hereto. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,000, such Lender's ’s Individual Tranche 1 Commitment Amount or Individual Tranche 2 Commitment Amount to one or more financial institutions with the consent of the Agent, the Swing Line Lender and each the Fronting Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' ’ Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Tranche 1 Commitment Amount or Individual Tranche 2 Commitment Amount, as the case may be, in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's ’s entire Individual Tranche 1 Commitment Amount or Individual Tranche 2 Commitment Amount, as the case may be. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders Lender or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,00010,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the AgentAgent and, in the case of a sale or assignment by a Lender, the Swing Line consent of the Issuing Lender and each Fronting the Swingline Lender and, in all cases if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, further that each remaining continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount10,000,000. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount Rateable Portion or to an Affiliate thereof without the consent of the Agent, the Swing Line Issuing Lender, the Fronting Lenders Swingline Lender or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, assign in minimum portions of $5,000,000 (with such Lender, where such sale or assignment is not of all of such Lender’s Individual Commitment Amount, retaining an Individual Commitment Amount under the Credit Facilities of at least $5,000,000), such Lender's ’s Individual Commitment Amount to one or more financial institutions with Lenders acceptable to the consent of Borrower and the Agent, the Swing Line Lender and each Fronting Lender andacting reasonably, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, pay by way of withholding tax Indemnified Taxes or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount. Notwithstanding the foregoing, a Lender may sell Other Taxes or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, otherwise any greater amount than it would have been obliged to pay if the Lender had not made such sale or an assignment. An assignment A fee of $3,500 [Redacted – Confidential] for each such sale assignment (other than to an Affiliateaffiliate of a Lender) will be payable to the Agent by the assignor selling or assigning Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower Borrower, the Agent and the other Lenders will execute and deliver all such agreements, documents and instruments as the Agent or Lender Lenders may reasonably request to effect and recognize such syndication, participation, sale or assignment, including an Assignment Agreement. Notwithstanding the foregoing, no consent of the Borrower will be required if an assignment (a) occurs during an Event of Default which is continuing, (b) is made between financial institutions who, at the relevant time, are already Lenders, or (c) is made by a Lender to an Affiliate of the Lender or an Approved Fund. In addition to the foregoing and prior to the Repayment of the Tranche B Facility, any sale or assignment by a Borrowing Base Lender or Tranche B Facility Lender of all or any portion of its Individual Tranche A Facility Commitment Amount, Operating Facility Commitment Amount or its Individual Tranche B Facility Commitment Amount in accordance with the foregoing shall require a corresponding sale or assignment, as the case may be, on a pro rata basis, of such Lender’s other Individual Tranche B Facility Commitment Amount or Individual Tranche A Facility Commitment Amount, as the case may be, to the assignee or purchaser thereof (and, in the case of any such sale or assignment by the Tranche A Facility Lender that is also the Operating Lender, a corresponding sale or assignment, as the case may be, of its Individual Tranche A Facility Commitment Amount or its Operating Facility Commitment Amount so that, after giving effect to such sale or assignment, its Individual Commitment Amount is in the same proportion relative to the Commitment Amount of all of the Lenders immediately prior to giving effect to such sale or assignment).

Assignment by the Lenders. Each Lender will have the right to sell or assign, assign in minimum portions of $5,000,000, such Lender's Individual Commitment Amount ’s Rateable Portion to one or more financial institutions with the consent of the Agent, the Swing Line Lender and each the Fronting Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' ’ Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's ’s entire Individual Commitment Amount. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount Rateable Portion to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, Lender and the Fronting Lenders Lender or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,00010,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount under a Credit Facility), such Lender's Individual Commitment Amount under a Credit Facility to one or more financial institutions with the consent of the AgentAgent and, in the case of a sale or assignment by a Revolving Lender, the Swing Line consent of the Issuing Lender and each Fronting the Swingline Lender and, in all cases if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, further that each remaining continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount10,000,000. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount Rateable Portion under any Credit Facility or to an Affiliate thereof without the consent of the Agent, the Swing Line Issuing Lender, the Fronting Lenders Swingline Lender or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,00010,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the AgentAgent and, in the case of a sale or assignment by a Lender, the Swing Line consent of the Issuing Lender and each Fronting the Swingline Lender and, in all cases if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, further that each remaining continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount10,000,000. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount Rateable Portion to an Affiliate thereof without the consent of the Agent, the Swing Line Issuing Lender, the Fronting Lenders Swingline Lender or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment. Notwithstanding the foregoing, any Lender may, without the consent of the Borrower, the Agents, the Issuing Lender or the Swingline Lender, 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 any pledge or assignment to secure obligations to a Federal Reserve Bank, or other central bank having jurisdiction over such Lender and this Section 20.2 shall not apply to any such pledge or assignment of a Security Interest; provided 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 a party hereto.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,000[Redacted], such Lender's ’s Individual Commitment Amount under either Tranche to one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' ’ Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount under each Tranche in an aggregate principal amount at least equal to $5,000,000[Redacted], except to the extent the assignment is of a Lender's ’s entire Individual Commitment AmountAmount under the Credit Facility or under a particular Tranche. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, assign in minimum portions of $5,000,000, 5,000,000 (with such Lender's , where such sale or assignment is not of all of such Lender’s Individual Commitment Amount, as applicable, retaining an Individual Commitment Amount of at least $5,000,000) such Lender’s Individual Commitment Amount to one or more financial institutions with Persons acceptable to the consent of Borrower and the Agent, the Swing Line Lender and each Fronting Lender andacting reasonably, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, pay by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, otherwise any greater amount than it would have been obliged to pay if the Lender had not made such sale or an assignment. An assignment fee of $3,500 for each such assignment (other than to an AffiliateAffiliate of a Lender) will be payable to the Agent by the assignor assigning Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower Borrower, the Agent and the other Lenders will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment., including an Assignment Agreement. Notwithstanding the foregoing, (a) the minimum portion condition noted above shall not apply during an Event of Default which is continuing, (b) a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent or the Borrower (provided that, at and after the time of the assignment, the Borrower will not be under any obligation to pay by way of withholding tax or otherwise any greater amount than it would have been obliged to pay if the Lender had not made an assignment) and (c) no consent of the Borrower will be required if an assignment occurs during a Default or Event of Default which is continuing or if made between financial institutions who, at the relevant time, are already Lenders.‌‌

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,00010,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender Agent and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, further that each remaining continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount10,000,000. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount Rateable Portion to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders Agent or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of U.S. $5,000,000, and increments of U.S. $1,000,000 in excess thereof, such Lender's Individual Commitment Amount to one or more financial institutions (other than Disqualified Lenders) with the consent of the Agent, the Swing Line Agent (other than for assignments to any Lender and each Fronting Lender or any Affiliate of any Lender) and, if no Event of Default has occurred and is continuing, the consent of the BorrowerBorrower (other than for assignments to any Lender, any Affiliate of any Lender or any Approved Fund), each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to U.S. $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders Agent or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been ​ ​ ​ obliged to pay if the Lender had not made such sale or assignment. An assignment fee of U.S. $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,00010,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Agent, the Swing Line Issuing Lender and each Fronting the Swingline Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, further that each remaining continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount10,000,000. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount Rateable Portion to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders Agent or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an AffiliateAffiliate or pursuant to the initial syndication) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment.

Assignment by the Lenders. Each Lender will have the right to sell or assign, assign in minimum portions of $5,000,000, 5,000,000 (with such Lender's , where such sale or assignment is not of all of such Lender’s Individual Syndicated Facility Commitment Amount or Operating Facility Commitment Amount, as applicable, retaining an Individual Syndicated Facility Commitment Amount or Operating Facility Commitment Amount, as applicable, of at least $5,000,000) such Lender’s Individual Commitment Amount to one or more financial institutions with Persons acceptable to the consent of Borrower and the Agent, the Swing Line Lender and each Fronting Lender andacting reasonably, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, pay by way of withholding tax or otherwise, otherwise any greater amount (other than as a result of a change in the BA Discount Rate for Bankers' AcceptancesRate) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining the assignor Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal and the assignee Lender shall have entered into appropriate indemnity arrangements with respect to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent any Bankers Acceptances outstanding as of the Agent, the Swing Line Lender, the Fronting Lenders or the Borrower if (a) effective date of such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 [REDACTED] for each such assignment (other than to an AffiliateAffiliate of a Lender) will be payable to the Agent by the assignor assigning Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower Borrower, the Agent and the other Lenders will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment, including an Assignment Agreement. Notwithstanding the foregoing, (a) the minimum portion condition noted above shall not apply during an Event of Default which is continuing, (b) a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent or the Borrower (provided that, at and after the time of the assignment, the Borrower will not be under any obligation to pay by way of withholding tax or otherwise any greater amount (other than as a result of a change in the BA Discount Rate) than it would have been obliged to pay if the Lender had not made an assignment) and (c) no consent of the Borrower will be required if an assignment occurs during a Default or Event of Default which is continuing or if made between financial institutions who, at the relevant time, are already Lenders.

Assignment by the Lenders. Each Lender will have the right to sell or assign, in minimum portions of $5,000,00010,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the AgentAgent and, in the case of a sale or assignment by a Lender, the Swing Line consent of the Issuing Lender and each Fronting the Swingline Lender and, in all cases if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, further that each remaining continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount10,000,000. Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount Rateable Portion to an Affiliate thereof without the consent of the Agent, the Swing Line Issuing Lender, the Fronting Lenders Swingline Lender or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 5,000 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment. Notwithstanding the foregoing, any Lender may, without the consent of the Borrower, the Agents, the Issuing Lender or the Swingline Lender, 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 any pledge or assignment to secure obligations to a Federal Reserve Bank, or other central bank having jurisdiction over such Lender and this Section 20.2 shall not apply to any such pledge or assignment of a Security Interest; provided 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 a party hereto.