Common use of Permitted Assignments Clause in Contracts

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any A Lender may, in the ordinary course of its business and in accordance with applicable law, at any time may assign to one or more banks or other entities ("PURCHASERS") all or a portion an Eligible Assignee any of its rights and obligations under this Agreement the Loan Documents, as long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents orand, without in the prior written consent case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the Agentcase of an assignment in whole of a Lender’s rights and obligations, involves Loans and Commitments in an the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000. The consent of 10,000,000 (unless otherwise agreed by Agent in its discretion); (c) the Agent and, prior parties to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, assignment shall not be unreasonably withheld), shall be required prior execute and deliver to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, for its acceptance and recording, an Assignment and Acceptance and (d) no Lender shall assign all or any its Revolver Commitment (and corresponding Revolver Loans) without a Pro Rata portion of its Revolver Commitment (and corresponding Revolver Loans). Nothing herein shall limit the right of a Lender to pledge or assign any rights under this Agreement the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and its Notes to a any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; PROVIDEDprovided, HOWEVERhowever, that any payment by Borrowers to the assigning Lender 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 shall release the transferor assigning Lender from its obligations hereunder. Notwithstanding any other provisions of this Agreement to the contrary, no Lender may sell, assign or transfer all or any part of its rights, benefits or obligations under this Agreement or the other Loan Documents if such sale, assignment or transfer would result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or other entities delayed and shall be deemed given if not withheld within five ("PURCHASERS"5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or a any portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all the Loan Documents provided that any assignment of its participation interests in existing Letters only a portion of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's such rights and obligations under this Agreementshall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit B hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereofthereof or an entity that manages a Lender. Notwithstanding the foregoing, any Lender may at any time, without the Such consent of the Borrower shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderdelayed.

Permitted Assignments. Any Lender mayNotwithstanding Section 16.2 above, (i) either Party may transfer or assign its rights, benefits and obligations under this Agreement to an Affiliate; provided, that if requested by Purchaser, Supplier shall execute and deliver a guaranty of the performance hereunder by such an assignee, (ii) Purchaser may assign its rights, benefits and obligations under this Agreement to any purchaser of the Project; provided, that Purchaser may not transfer or assign this Agreement in whole or in part to a wind turbine design or manufacturing competitor of Supplier without the prior written consent of Supplier, which consent may be withheld in Supplier’s sole discretion and which may be conditioned upon the creditworthiness of the purchaser, (iii) Supplier is authorized to subcontract any portion of its duties under this Agreement to a third party or to delegate its obligations hereunder, 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (includingbusiness, without limitationreducing the scope of Supplier’s undertakings, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Creditobligations, and its obligation commitments to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constantPurchaser, and provided that Supplier agrees that it will not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall use any supplier for any Major Turbine Components not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, listed on Exhibit H without the prior Purchaser’s advance written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall consent not to be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to conditioned or delayed, and (iv) a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any timeParty, without the consent of the Borrower other Party, may assign its interest in this Agreement to a lender, collateral trustee, security trustee or similar entity as collateral security for any financing entered into by the Agentassigning Party, including a lease financing. The non-assigning Party shall, upon fifteen (15) days’ prior written request from the assigning Party, execute a consent containing customary terms and conditions, to any such collateral assignment. Further, notwithstanding Section 16.2 above, Purchaser shall have the right to assign no less than all or any portion of its rights rights, duties and obligations under this Agreement the Turbine Supply Documents to any third party, subject to, and conditioned upon, the prior written consent of Supplier, which shall not be unreasonably withheld, conditioned, or delayed; provided however that any such assignment is conditioned upon the receipt of a guarantee for the benefit of Supplier of the performance of the contract obligations, including payment security, in a form acceptable to Supplier, in its Notes sole and absolute discretion. Any such assignment to a Federal Reserve Bank; PROVIDEDthird party also shall be subject to the following: (i) prior to the effectiveness of such assignment, HOWEVERthe third party assignee shall agree to revisions to the Turbine Supply Documents as determined by Supplier to be reasonably necessary, that no to effect the purchase and installation of the Turbines by the third party assignee at a project site to be determined between Supplier and any such third party assignee, (ii) the third party assignee shall assume all of the duties, obligations, restrictions and covenants of Purchaser under the Turbine Supply Documents, as revised, (iii) any monies or other consideration received by, or otherwise payable to, Purchaser from the third party assignee in connection with such assignment, in excess of the Down Payment and any Progress Payments actually paid by Purchaser to Supplier, other than the reasonable actual documented expenses incurred by Purchaser in connection with the assignment of the Turbine Supply Documents to the third party, shall be paid to Supplier and (iv) Purchaser shall pay to Supplier all of Supplier’s costs associated with such assignment shall release from Purchaser to the transferor Lender third party assignee, including but not limited to all of Supplier’s costs (including reasonable legal fees) incurred in connection with the revision of the Turbine Supply Documents, within thirty (30) days of receipt of an applicable invoice from its obligations hereunderSupplier.

Permitted Assignments. (a) Any Lender 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 ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not Exhibit C or in such other form as may be permitted hereunder unless agreed to by the parties to such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000assignment. The consent of Borrower and the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing; provided that if a Default exists, any Lender may at any time, without the consent of Borrower shall not be required. Any such consent shall not be unreasonably withheld or delayed, provided that Borrower shall be deemed to have consented to such assignment unless Borrower shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof. Borrower shall receive prior written notice by the assigning Lender prior to an assignment becoming effective with respect to a Purchaser which is a Lender or an Affiliate thereof. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consent) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the Agent, assign all or any portion amount of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such outstanding Loans. Each assignment shall release be of a constant, and not a varying, percentage of all of the transferor Lender from its obligations hereunderassigning Lender’s interests in the Obligations of, and Commitment to, the Borrower.

Permitted Assignments. Any Lender (each such assigning Lender under this Section 14.3 being a "Seller") 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 that are Eligible Assignees ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit hereunderand Swing Line Loans) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning LenderSeller's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderSeller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least Five Million and 00/100 Dollars ($5,000,000) (which minimum amount shall not apply to any assignment between Lenders, or to an Affiliate of any Lender). The written consent of the Agent Administrative Agent, and, prior to the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, shall not be unreasonably withheldwithheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderassigning Lender.

Permitted Assignments. Any Subject to Section 13.4 and the further provisions of this Section 13.3, any Lender 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 ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit G hereto and shall not (an “Assignment”) or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written parties thereto. The consent of the Agent, involves Loans the LC Issuer and Commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Company shall be required prior to an assignment becoming effective with respect 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 a Purchaser which is not (i) a Lender or an Affiliate thereof. Notwithstanding the foregoing, of a Lender unless such assignment would result in any Lender may at any timeholding greater than fifty percent (50%) of the Commitments, without the in which case consent of the Borrower Company shall be required, or (ii) during the Agentcontinuance of any Default, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no other assignee. Each such assignment shall release be in an amount not less than the transferor lesser of (i) $5,000,000 (or its U.S. Dollar Equivalent), or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment). No Assignment shall be permitted by a Lender from its obligations hereunderthat has any Alternate Currency Commitment unless (i) the assignee agrees to assume the entire obligation of the assignor to make Alternate Currency Loans and agrees to assume all outstanding Alternate Currency Loans and (ii) such assumptions by the assignee do not result in any Borrower being required to make additional payments to any Lender under this Agreement.

Permitted Assignments. Any Lender 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 Eligible Assignees ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not Exhibit E or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate of a Lender (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 notice thereof. Notwithstanding the foregoing); provided, any Lender may at any timehowever, without that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. The consent of the Agent shall be required prior to any assignment becoming effective. Any required consent shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no delayed. Each such assignment shall release (unless it is to a Lender or an Affiliate of a Lender or each of the transferor Lender from its obligations hereunderBorrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment), or if the Commitment Termination Date has occurred, the remaining amount of the assigning Lender’s Outstanding Credit Exposure; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or other entities delayed and shall be deemed given if not withheld within five ("PURCHASERS"5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or a any portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all the Loan Documents provided that any assignment of its participation interests in existing Letters only a portion of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's such rights and obligations under this Agreementshall be in an amount not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit B hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereofthereof or an entity that manages a Lender. Notwithstanding the foregoing, any Lender may at any time, without the Such consent of the Borrower shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderdelayed.

Permitted Assignments. Any Lender 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 which is not ("PURCHASERS"i) a competitor of any of the Companies or (ii) a Person that is, or is owned or controlled by, a participant in the transportation industry (“Purchasers”) all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations of any assigning Lender under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents or, without the prior written consent of the Agentexcept for assignments to another Lender, an Affiliate thereof or an Approved Fund, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,000. The Notice to the Global Administrative Agent shall be required prior to any assignment becoming effective and the consent of the Global Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall consent will not be unreasonably withheld)withheld or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender and, so long as no Default shall have occurred and be continuing, notice to and consent of Harley (which consent will not be unreasonably withheld or delayed) shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender Lender, an Affiliate thereof or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderApproved Fund.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ---------- rights and obligations under the Loan Documents 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 (when added to the amount of the assignment of such Lender's obligations under the White Mountains Credit Agreement) of $5,000,000 (or, without if less, the prior written consent of the Agent, involves Loans and Commitments in an aggregate entire amount of at least $5,000,000such Lender's Commitment). Such assignment shall be substantially in the form of Exhibit C --------- hereto or in such other form as may be agreed to by the parties thereto. The consent of the Agent and, prior to the occurrence of a so long as no Default under Section 7.2, 7.6 or Unmatured Default7.7 is ---------------- --- continuing, the Borrower (which consent, in each such case, shall not be unreasonably withheld)Borrower, shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Such consent shall not be unreasonably withheld. Notwithstanding anything to the foregoingcontrary contained herein, any assignment by a Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights and obligations under this the Loan Documents shall be accompanied by an assignment to the same assignee of the same ratable share of the rights and obligations of such Lender under the White Mountains Credit Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from in respect of its obligations hereunderthereunder.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or other entities delayed and shall be deemed given if not withheld within five ("PURCHASERS"5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or a any portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all the Loan Documents provided that any assignment of its participation interests in existing Letters only a portion of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's such rights and obligations under this Agreementshall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Xxxxxx’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit B hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereofthereof or an entity that manages a Lender. Notwithstanding the foregoing, any Lender may at any time, without the Such consent of the Borrower shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.delayed. (b)

Permitted Assignments. (i) Any Lender (each such assigning Lender under this Section 14.3 being an "Assigning Lender") may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (other than the Company or any of its Affiliates) ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all any Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment Section 14.3; provided that any assignments of Revolving Loans and Revolving Loan Commitments shall be made pro rata with participations in Letters of a constantCredit and Swing Line Loans, and not a varying, ratable percentage of all shall require the consent of the assigning Issuer and the Swing Line Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Assigning Lender's rights and obligations under the Loan Documents or, without the prior written consent of the AgentAdministrative Agent and the Company, involves loans and commitments as a consequence of which neither the Assigning Lender nor the Purchaser will have a Revolving Loan Commitment and Term Loans, collectively, of less than $3,000,000; provided that the foregoing restrictions with respect to such Revolving Loan Commitments or Term Loans and Commitments in an having a minimum aggregate amount (A) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of at least $5,000,000any Lender, and (B) in any event may be waived by the Administrative Agent. The written consent of the Agent Administrative Agent, and, prior to the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent or Approved Fund of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderLender.

Permitted Assignments. Any Subject to its compliance with Section 14.3.2, a Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS") any Eligible Assignee all or a portion any part of its rights and obligations under this Agreement the Loan Documents, so long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents or, without with respect to the prior written consent of the Agent, involves Loans and Commitments the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent and, in the absence of an Event of Default, Borrower Representative, in its or their discretion); (ii) except in the case of an assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of at least the Commitments retained by the transferor Lender shall in no event be less than $5,000,000. The consent of the 10,000,000 (unless otherwise agreed by Agent and, prior in the absence of an Event of Default, Borrower Representative, in its or their 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 occurrence right of a Default Lender to pledge or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, 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 its Notes to a any Operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVER(y) direct or indirect contractual counterparties in swap agreements relating to the Loans, provided that any payment by Borrowers to the assigning Lender in 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, and no such assignment shall release the transferor assigning Lender from its obligations hereunder.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion any part of its Revolving Credit Commitment and outstanding Revolving Loans and interests in the Letters of Credit, together with its rights and obligations under this Agreement the Loan Documents with respect thereof; provided, however, that (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each such assignment shall be of a constant, and not a varying, ratable varying percentage of all of the assigning Lender's rights and obligations under this Agreementso assigned; (ii) the amount of the Revolving Credit 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 Credit 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 Credit Commitment assigned shall not be less than $5,000,000 or an integral multiple thereof and (B) if the assignment is made pursuant to Section 3.14, the Revolving Credit Commitment assigned may be in the amount of the relevant Lender's entire remaining Revolving Credit Commitment. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit E hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Company and the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender Lender; provided, however, that if an Event of Default has occurred and is continuing, or if the assignment is made to an Affiliate thereof. Notwithstanding affiliate of the foregoingassigning Lender, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment Company shall release the transferor Lender from its obligations hereundernot be required. Such consents shall not be unreasonably withheld.

Permitted Assignments. Any Subject to its giving at least 2 Business Days notice to Agent and Borrowers, any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS") any Eligible Assignee all or a portion any part of its rights and obligations under this Agreement the Loan Documents, so long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents or, without with respect to the prior written consent of the Agent, involves Loans and Commitments the Letter of Credit 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 assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by a Lender to another Lender, immediately after giving effect to any assignment, the aggregate amount of at least the Commitments retained by the transferor Lender shall in no event be less than $5,000,0005,000,000 (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 Borrowers (except upon and during the continuance of an Event of Default) and Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which an Eligible Assignee that is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any of a Lender may at any time, without the (such consent of Borrowers and Agent not to be unreasonably withheld or delayed). Nothing contained herein shall limit in any way the Borrower or the Agent, right of Lenders to assign all or any portion of its rights under this Agreement 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 its Notes to a any Operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVERprovided that in the case of this clause (ii) any payment in respect of such assigned Loans made by Borrowers to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrowers’ obligations hereunder in respect of such assigned Loans to the extent of such payment, that but no such assignment shall release the transferor assigning Lender from its obligations hereunder.

Permitted Assignments. Any Subject to Section 13.4, any Lender 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 ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit J hereto and shall not (an "Assignment") or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written parties thereto. The consent of the Agent, involves Loans any Issuer and Commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Company shall be required prior to an assignment becoming effective with respect effective, which consent shall not be unreasonably withheld or delayed and shall not be required if such assignment is to a Purchaser which is not a another Lender or to an Affiliate thereof. Notwithstanding of a Lender; provided, upon and during the foregoingcontinuance of any Default, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no Company shall not be required. Each such assignment shall release be in an amount not less than the transferor Lender from lesser of (i) $5,000,000 and in multiples of $1,000,000 (or its obligations hereunderapproximate equivalent in the relevant Available Foreign Currency) or (ii) unless such assignment is of the entire amount of the commitments of such Lender, the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) shall not be less than $5,000,000 (or its approximate equivalent thereof in the relevant Available Foreign Currency).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time time, assign to one or more banks or other entities ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all the Loan Documents; PROVIDED that any partial assignment of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning any Lender's rights and obligations under this Agreement. Such assignment obligation hereunder shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments or shall be in an aggregate a minimum principal amount of at least $5,000,0005,000,000 of such Lender's Loans and/or Commitments and such Lender shall comply with Sections 12.4 and 12.5 with respect to confidential information. Such assignment (other than an assignment to the Federal Reserve Bank) shall be substantially in the form of Exhibit M hereto. The consent of the Administrative Agent and, prior to the occurrence of unless a Default or Unmatured Defaulthas occurred and is continuing, the Borrower consent of the Company (which consent, in each such case, shall consent of the Administrative Agent and the Company not to be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or Lender, an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower thereof or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED. In addition, HOWEVERin the case of any assignment of any interest in any Revolving Loan Commitment or any Letter of Credit, that no the consent of each Issuing Bank (not to be unreasonably withheld) shall be required prior to such assignment becoming effective. Such consents shall release be substantially in the transferor Lender from its obligations hereunderform attached as Schedule I to Exhibit M (a "Notice of Assignment") hereto and shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender (each such assigning Lender under this Section 14.3 being a "Seller") 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 their Affiliates) ("PURCHASERSPurchasers") that are, at the time of such assignment, entitled to receive interest on the Obligations being assigned to such institution without such payment being subject to any withholding taxes, all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderCredit) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, varying ratable or non-pro rata percentage of all of the assigning LenderSeller's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderSeller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0001,000,000 and integral multiples of $1,000,000 in excess thereof (which minimum amount (i) shall not apply to any assignment between Lenders, or to an Approved Fund or Affiliate of any Lender, and (ii) in any event may be waived by the Administrative Agent). The written consent of the Agent Administrative Agent, and, prior to the occurrence of a Default Default, and only with respect to any assignment other than to another Lender or Unmatured Defaultan Affiliate or Approved Fund of any Lender, the Borrower (which consent, in each such case, shall not be unreasonably withheldwithheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of such assigning Lender or an Affiliate thereofApproved Fund of such assigning Lender. Notwithstanding anything to the contrary contained herein, any Lender (each such Lender, a "Granting Bank") may grant to a conduit or special purpose funding vehicle (each such special purpose funding vehicle, a "Conduit"), identified as such in writing from time to time by the applicable Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any Conduit to make any Advance, (ii) if a Conduit elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by any Conduit hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as if, such Advance were made by such Granting Bank. Each party hereto hereby agrees that no Conduit shall be liable for any indemnity or other similar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the related Conduit, and all payments in respect of the Obligations due to such Granting Bank or the related Conduit, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any assignment under this Section 14.3(A)(ii), and no Conduit shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any Lender Conduit, it will not institute against, or join any other person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 14.3, any Conduit may at any time(i) with notice to, but without the prior written consent of of, the Borrower and the Administrative Agent and without paying any processing or the Agentadministrative fee therefor, assign all or any a portion of its rights under this Agreement interests in any Advances to the Granting Bank or to any financial institutions (consented to by the Borrower and the Administrative Agent in accordance with the terms of Section 14.3(A)(i)) providing liquidity and/or credit support to or for the account of such Conduit to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Notes Advances to a Federal Reserve Bank; PROVIDEDany rating agency, HOWEVERcommercial paper dealer or provider of any surety, that no guarantee or credit or liquidity enhancement to such assignment shall release Conduit. This Section 14.3(A)(ii) may not be amended without the transferor Lender from its obligations hereunderwritten consent of each Conduit affected thereby.

Permitted Assignments. Any Lender (each such assigning Lender under this Section 14.3 being a "Seller") 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 their Affiliates) ("PURCHASERSPurchasers") that are, at the time of such assignment, entitled to receive interest on the Obligations being assigned to such institution without such payment being subject to any withholding taxes and, in the case of assignments of the Revolving Loan Commitments, are able to make Eurocurrency Rate Loans in the Agreed Currencies, all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, varying ratable or non-pro rata percentage of all of the assigning LenderSeller's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderSeller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0001,000,000 and integral multiples of $1,000,000 in excess thereof (which minimum amount (i) shall not apply to any assignment between Lenders, or to an Approved Fund or Affiliate of any Lender, and (ii) in any event may be waived by the Administrative Agent). The written consent of the Agent Administrative Agent, and, prior to the occurrence of a Default Default, and only with respect to any assignment other than to another Lender or Unmatured Defaultan Affiliate or Approved Fund of any Lender, the Borrower (which consent, in each such case, shall not be unreasonably withheldwithheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of such assigning Lender or an Affiliate thereof. Notwithstanding the foregoingApproved Fund of such assigning Lender; provided, any Lender may at any time, without the no consent of the Borrower shall be required in connection with any assignment by any Lender consummated after consultation with the Borrower during the Syndication Period (subject to the provisions of the commitment letter dated May 11, 2001 executed by the Borrower, the Administrative Agent and the Arranger). Notwithstanding anything to the contrary contained herein, any Lender (each such Lender, a "Granting Bank") may grant to a conduit or special purpose funding vehicle (each such special purpose funding vehicle, a "Conduit"), identified as such in writing from time to time by the applicable Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any Conduit to make any Advance, (ii) if a Conduit elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by any Conduit hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as if, such Advance were made by such Granting Bank. Each party hereto hereby agrees that no Conduit shall be liable for any indemnity or other similar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the Agentrelated Conduit, and all payments in respect of the Obligations due to such Granting Bank or the related Conduit, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any assignment under this Section 14.3(A)(ii), and no Conduit shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any Conduit, it will not institute against, or join any other person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 14.3, any Conduit may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or any a portion of its rights under this Agreement interests in any Advances to the Granting Bank or to any financial institutions (consented to by the Borrower and the Administrative Agent in accordance with the terms of Section 14.3(A)(i)) providing liquidity and/or credit support to or for the account of such Conduit to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Notes Advances to a Federal Reserve Bank; PROVIDEDany rating agency, HOWEVERcommercial paper dealer or provider of any surety, that no guarantee or credit or liquidity enhancement to such assignment shall release Conduit. This Section 14.3(A)(ii) may not be amended without the transferor Lender from its obligations hereunderwritten consent of each Conduit affected thereby.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all or any portion of the Loans owing to it, all or any portion of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3Section 12.3 on a pro rata or non-pro rata basis; provided, however that no such assignment to a Purchaser which is not a Lender or Affiliate thereof shall be permitted without the Borrower's prior written consent (which consent shall not be unreasonably withheld provided it shall be deemed reasonable grounds for denying such consent, without limitation, if the Borrower determines that such assignment may reasonably be expected to result in the payment by the Borrower of amounts under Section 2.15(E) or Article III greater than would be payable if such assignment were not consummated and the proposed assignee is not willing to waive such amounts). Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit G hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The Notice to the Agent and consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, consent shall not be unreasonably withheld), ) shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any Lender may, in with the ordinary course prior written consent of its business Administrative Agent (plus, during the initial syndication, Credit Lyonnais) and Borrower (which consents shall not be unreasonably withheld or delayed), in accordance with applicable law, at any time assign to one or more banks or other entities (collectively, "PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement the Loan Documents, except that no consent of Borrower shall be required if an Event of Default has occurred and is continuing and that no consent of Administrative Agent, Credit Lyonnais or Borrower shall ever be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. No assignment to a Purchaser shall be for less than $10,000,000 of the Aggregate Commitment. Such assignments and assumptions shall be substantially in the form of Exhibit J hereto. The Borrower shall execute any and all documents which are customarily required by such Lender (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests a replacement promissory note or notes in existing Letters of Credit, and its obligation to participate in additional Letters of Credit the forms provided hereunder) in accordance connection with the provisions of this SECTION 13.3. Each assignment shall be of a constantany such assignment, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and but Borrower shall not be permitted hereunder unless such obligated to pay any fees and expenses incurred by any Lender in connection with any assignment is either for pursuant to this Section. Any Lender selling all or any part of such Lender's its rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments obligation hereunder in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without transaction requiring the consent of the Borrower or Administrative Agent shall pay to the Agent, assign all or any portion Administrative Agent a fee of $3,000.00 per assignee to reimburse Administrative Agent for its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no involvement in such assignment shall release the transferor Lender from its obligations hereunderassignment.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not Exhibit C or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall but not be unreasonably withheld), the Guarantor) 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 affiliate thereof. Notwithstanding the foregoing; provided, any Lender may at any timehowever, without 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 a Purchaser which is not a Lender or an affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000.00 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Upon (i) delivery to the Agent of an assignment, together with any consents required by this Section, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), assign 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, such Purchaser shall for all or any portion of its rights under purposes be a Lender party to this Agreement and its Notes any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to a Federal Reserve Bank; PROVIDEDthe same extent as if it were an original party hereto, HOWEVERand no further consent or action by the Borrower, that no such assignment the Lenders or the Agent shall be required to release the transferor Lender from with respect such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its obligations hereunderLoans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable lawlaw (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 ("PURCHASERS"“Purchaser”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto Exhibit M or in such other form as may be agreed to by the parties thereto (an “Assignment and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under Assumption”). Except as otherwise hereinafter provided, the Loan Documents or, without the prior written consent of the Agent, involves Loans Borrower and Commitments in an aggregate amount of at least $5,000,000. The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required, including with respect to clause (b) below), (a) each such assignment (other than an assignment of a Competitive Bid Loan) shall (unless it is an assignment of a Lender’s entire interest in a Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the sum of the Revolving Credit Commitment and Term Loans of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of the sum of such Lender’s Revolving Credit Commitment and Term Loans as of the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing). Notwithstanding the foregoing, if the Obligations shall become due and payable, whether at maturity or by acceleration or otherwise, or any payment of principal or interest hereunder shall not be paid within 45 days after such payment shall be due, any Lender may at assign all or (subject to the Administrative Agent’s consent to any timeassignment that does not comply with the limitations contained in clause (a) above) any part of its rights and obligations under the Loan Documents to any Person (other than the Borrower, the Company or any Affiliate of the Borrower or of the Company) without consent by the consent Borrower or the Administrative Agent. Any consents of the Borrower or the Agent, assign all or any portion of its rights Administrative Agent under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment Section 13.3.1 shall release the transferor Lender from its obligations hereundernot be unreasonably withheld or delayed.

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) all or a any portion of its rights and obligations under this Agreement the Loan Documents, provided that (including, without limitation, its Commitment, all Loans owing a) no assignee shall be entitled to it, all receive any greater amount pursuant to Section 3.5 arising from events prior to the date of its participation interests in existing Letters of Creditthe 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 obligation Affiliates and (c) except in the case of an assignment to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be a Lender or an Affiliate of a constant, and not a varying, ratable percentage Lender or an assignment of all the entire remaining amount of the assigning Lender's rights ’s Commitment or Loans, 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 obligations under this Agreementthe 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 effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect except in the case of an assignment to a Purchaser which is an Affiliated Qualified Institution. Such consents shall not a Lender be unreasonably withheld or an Affiliate thereofdelayed. Notwithstanding the foregoing, any Any Lender may at any time, without the consent of the Borrower time pledge or the Agent, assign a security interest in all or any portion of its rights under this Agreement and its Notes 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; PROVIDEDprovided that any foreclosure or similar action by such pledgee or assignee shall be subject to the provisions of this Section 12.3.1 concerning assignments; and provided, HOWEVER, further that no such pledge or assignment of a security interest shall release the transferor a Lender from any of its obligations hereunderhereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit M hereto and shall not (an "Assignment") or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured DefaultCompany, the Borrower (which consentDocumentation Agent, in each such case, shall not be unreasonably withheld), the Administrative Agent and any Issuer shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing; provided, any Lender may at any timehowever, without that if a Default has occurred and is continuing, the consent of the Borrower Company shall not be required. Such consent by the Company shall not be unreasonably withheld or delayed. Each such assignment shall be in an amount not less than the Agentlesser of (i) $10,000,000 and in integral multiples of $5,000,000 thereafter, assign all or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment). If any portion Lender assigns a part of its rights and obligations in respect of Revolving Credit Loans and/or Revolving Credit Commitment under this Agreement and its Notes to a Federal Reserve Bank; PROVIDEDPurchaser, HOWEVERsuch Lender shall assign proportionate interests in its respective Multicurrency Loans and Multicurrency Commitment and other related rights and obligations hereunder to such Purchaser, that no and if any Lender assigns a part of its rights and obligations under this Agreement in respect of its Multicurrency Loans and/or Multicurrency Commitments to a Purchaser, such assignment Lender shall release the transferor Lender from assign proportionate interests in its obligations hereunderRevolving Credit Loans and Revolving Credit Commitments to such Purchaser.

Permitted Assignments. Any Lender (in this Section 7.2, an "ASSIGNING LENDER") may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities Eligible Assignees (in this Section 7.2, each an "PURCHASERSASSIGNEE LENDER") all or a portion of its rights and obligations under this the Loan Agreement (including, without limitation, its Commitment, all Commitment and the same portion of the Loans at the time owing to it, it and all of its participation interests interest in any existing Letters Letter of Credit, Credit and its obligation to participate in any additional Letters Letter of Credit hereunder) in accordance with the provisions of this SECTION 13.3Section 7.2. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT Exhibit A hereto and shall not be permitted hereunder unless such assignment is either (i) for all of such Assigning Lender's rights and obligations under the Loan Documents or, without or (ii) involves a Dollar Commitment in the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000, and (iii) following the time such assignment becomes effective, the Assigning Lender's Dollar Commitment shall not be less than $5,000,000. The written consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, consent shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereofeffective. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDEDprovided, HOWEVERhowever, that no such assignment shall release the transferor Assigning Lender from its obligations hereunder.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit E hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount may be waived by the Required Lenders after the occurrence of a Default or Unmatured Event of Default). The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any Lender (each such assigning Lender under this Section 14.3 being a “Seller”) 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 that are Eligible Assignees ("PURCHASERS"“Purchasers”) all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit hereunderand Swing Line Loans) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's Seller’s rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's Seller’s rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least Five Million and 00/100 Dollars ($5,000,000) (which minimum amount shall not apply to any assignment between Lenders, or to an Affiliate of any Lender). The written consent of the Agent and, prior to Funded Issuing Banks and the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, shall not be unreasonably withheldwithheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the of such assigning Lender; provided that no such consent of the Borrower Company shall be required to the extent a Default has occurred and is then continuing or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no if such assignment is in connection with the 106 physical settlement of one or more credit derivative transactions. The written consent of the Administrative Agent (which consent shall release the transferor Lender from its obligations hereundernot be unreasonably withheld or delayed) shall be required prior to each assignment becoming effective.

Permitted Assignments. (i) Any Lender (each such assigning Lender under this Section 14.3 being an "Assigning Lender") may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (other than the Company or any of its Affiliates) ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Tranche A Revolving Loan Commitment, all its Tranche B Revolving Loan Commitment, its Tranche C Revolving Loan Commitment, its Tranche D Revolving Loan Commitment, any Loans owing to it, all of its participation interests in existing Letters of Credit, Swing Line Loans and Alternate Currency Loans, and its obligation to participate in additional Letters of Credit Credit, Swing Line Loans and Alternate Currency Loans hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementSection 14.3. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Assigning Lender's rights and obligations under the Loan Documents or, without the prior written consent of the AgentAdministrative Agent and the Company, involves loans and commitments as a consequence of which neither the Assigning Lender nor the Purchaser will have a Revolving Loan Commitment or Term Loans, as applicable, of less than $5,000,000; provided that the foregoing restrictions with respect to such Revolving Loan Commitments or Term Loans and Commitments in an having a minimum aggregate amount (A) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of at least $5,000,000any Lender, and (B) in any event may be waived by the Administrative Agent. The written consent of the Agent Administrative Agent, and, prior to the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent or Approved Fund of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderLender.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ---------- rights and obligations under the Loan Documents 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 (when added to the amount of the assignment of such Lender's obligations under the Valley Credit Agreement) of $5,000,000 (or, without if less, the prior written consent of the Agent, involves Loans and Commitments in an aggregate entire amount of at least $5,000,000such Lender's Commitment). Such assignment shall be substantially in the form of Exhibit C --------- hereto or in such other form as may be agreed to by the parties thereto. The consent of the Agent and, prior to the occurrence of a so long as no Default under Section 7.2, 7.6 or Unmatured Default7.7 is ----------- --- --- continuing, the Borrower (which consent, in each such case, shall not be unreasonably withheld)Borrower, shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Such consent shall not be unreasonably withheld. Notwithstanding anything to the foregoingcontrary contained herein, any assignment by a Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights and obligations under this the Loan Documents shall be accompanied by an assignment to the same assignee of the same ratable share of the rights and obligations of such Lender under the Valley Credit Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from in respect of its obligations hereunderthereunder.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any of such Lender’s Affiliates or to one or more banks banks, financial institutions or pension funds without the prior approval of the Borrower, or to one or more other entities entities, with the prior approval of the Borrower, which approval of the Borrower ("PURCHASERS"i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or a any portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all the Loan Documents provided that any assignment of its participation interests in existing Letters only a portion of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's such rights and obligations under this Agreementshall be in an amount not less than $5,000,000. In addition, KeyBank National Association agrees that it will not assign any portion of its Commitment or Commitments of its affiliates, if such assignment will result in the amount of the Commitment to be held by KeyBank National Association and its affiliates to be less than the lesser of (i) ten percent (10%) of the then-current Aggregate Commitment or (ii) $20,000,000, provided that such restriction shall only apply so long as no Default has occurred and is continuing. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit B hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereofthereof or an entity that manages a Lender. Notwithstanding the foregoing, any Lender may at any time, without the Such consent of the Borrower shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderdelayed.

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's ’s rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit E hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount may be waived by the Required Lenders after the occurrence of a Default or Unmatured Default). The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding The Lender assigning an interest in its Loan, and the foregoingPurchase(s) thereof, shall bear their own fees and expenses incurred in connection with any Lender may at any timesuch transaction, without the consent of and the Borrower shall have no obligation for any such fees or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderexpenses.

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) all or a portion any part of its Commitments and outstanding Loans and/or L/C Interests, together with its rights and obligations under this Agreement the Loan Documents with respect thereto; provided, however, that (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such 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 such outstanding Term Loans or Revolving Commitment, outstanding Revolving Loans and L/C Interests of the assigning Lender being assigned pursuant to each such assignment shall (determined as of the date of such assignment) may be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all amount of such Lender's rights entire Revolving Commitment, outstanding Revolving Loans and obligations under L/C Interests, or such Lender's outstanding Term Loans, 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 Loan Documents orBorrower and the Agent; and (c) notwithstanding the foregoing clause (b), without if the prior written assignment is 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, involves the Issuer and the Swing Line Lender shall be required prior to any assignment of the Revolving Commitment, outstanding Revolving Loans and Commitments in an aggregate amount of at least $5,000,000L/C Interests. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an any assignment becoming effective with respect unless (x) a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Purchaser which is not (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 ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender 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 unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower Any consents required by this Section 12.3.1 shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderdelayed.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through pursuant to an Assignment Agreement agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000Exhibit 12.3.1. The consent of the Borrower and the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing; provided, any Lender may at any timehowever, without that if an Event of Default has occurred and is continuing, the consent of the Borrower shall not be required; provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. Such consent shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes delayed. Each such assignment with respect to a Federal Reserve Bank; PROVIDED, HOWEVER, Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as of the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). The consent of the Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that no increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding). The consent of the Swingline Lender (such assignment shall release the transferor Lender from its obligations hereunder.consent not to be 92

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A E hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount may be waived by the Required Lenders after the occurrence of a Default or Unmatured Event of Default). The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any A Lender may, in the ordinary course may assign to an Eligible Assignee any of its business and in accordance with applicable lawLoans, at any time assign to one or more banks or other entities ("PURCHASERS") all or a portion of its rights and obligations under this Agreement the Transaction Documents, as long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Transaction Documents orand, without in the prior written consent case of the Agenta partial assignment, involves Loans and Commitments is in an aggregate a minimum principal amount of at least $5,000,000. The consent of the 5,000,000 (unless otherwise agreed by Agent and, prior in its discretion); (b) Agent shall have consented to such assignment (except to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each extent such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect is to a Purchaser which is not Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), (c) Borrower shall have consented to such assignment (except to the extent such assignment is to a Lender, an Affiliate thereof. Notwithstanding of a Lender or an Approved Fund with respect to such Lender), with such consent not to be unreasonably withheld, provided that Borrower shall be deemed to have consented to such assignment within five (5) Business Days after Borrower receives notice of such proposed assignment, and provided further that no such consent shall be required after the foregoingoccurrence of an Event of Default, any Lender may at any time, without and (d) the consent of the Borrower or the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Assumption. Nothing herein shall limit the right of a Lender to pledge or assign all or any portion of its rights under this Agreement and its Notes the Transaction Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank; PROVIDEDprovided, HOWEVERhowever, that no such pledge or assignment shall release the transferor Lender from its obligations hereunderhereunder nor substitute the pledge or assignee for such Lender as a party hereto.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through pursuant to an Assignment Agreement agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000Exhibit 11.3.1. The consent of the Borrower and the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender Lender, an Approved Fund or an Affiliate thereof. Notwithstanding the foregoing; provided, any Lender may at any timehowever, without that if an Event of Default has occurred and is continuing, the consent of the Borrower shall not be required; provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Such consent shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes delayed. Each such assignment with respect to a Federal Reserve Bank; PROVIDED, HOWEVER, that no Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s outstanding Loans. No such assignment shall release be made to (A) a natural person, (B) the transferor Borrower or any of its respective Affiliates or Subsidiaries or (C) to any Defaulting Lender from or any of its obligations Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause.

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) which is not an Ineligible Institution all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations of any assigning Lender under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents or, without the prior written consent of the Agentexcept for assignments to another Lender, an Affiliate thereof or an Approved Fund, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior Notice to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Global Administrative Agent shall be required prior to an any assignment becoming effective and the consent of the Global Administrative Agent (which consent will not be unreasonably withheld or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without and the consent of the Borrower Harley (which consent will not be unreasonably withheld or the Agent, assign all or delayed; provided that Harley shall be deemed to have consented to any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment (excluding, for the avoidance of doubt, any assignment or purported assignment to an Ineligible Institution) unless it shall release object thereto by written notice to the transferor Lender Global Administrative Agent within ten (10) Business Days after having received written notice thereof from the Global Administrative Agent) shall be required prior to an assignment becoming effective unless (A) a Default shall have occurred and be continuing at such time or (B) the Purchaser which is a Lender, an Affiliate thereof or an Approved Fund; provided that, notwithstanding the preceding clause (B), (1) the Purchaser with respect to any assignment that does not require Harley’s consent under the preceding clause (B) shall nevertheless provide written notice to Harley thereof prior to, or promptly after, such assignment and (2) the consent of Harley shall be required prior to any assignment resulting in the applicable Purchaser, collectively with its obligations hereunderAffiliates and affiliated Approved Funds, holding Commitments in an aggregate amount greater than 15% of the Aggregate Commitment at such time (or, if the Commitments shall have been terminated, such Purchaser, collectively with its Affiliates and affiliated Approved Funds, would hold Loans aggregating to more than 15% in principal amount of all outstanding Loans at such time). It is understood and agreed that it shall be reasonable for Harley to consider a proposed Purchaser’s right to require reimbursement for incremental increased costs pursuant to Article III when determining whether to consent to any applicable assignment.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit E hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount may be waived by the Required Lenders after the occurrence of a Default or Unmatured Default). The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding The Lender assigning an interest in its Loan, and the foregoingPurchase(s) thereof, shall bear their own fees and expenses incurred in connection with any Lender may at any timesuch transaction, without the consent of and the Borrower shall have no obligation for any such fees or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderexpenses.

Permitted Assignments. Any Subject to its compliance with Section 14.3.2, a Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS") any Eligible Assignee all or a portion any part of its rights and obligations under this Agreement the Loan Documents, so long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such transferor Lender's rights and obligations under the Loan Documents or, without with respect to the prior written consent of the Agent, involves Loans and Commitments 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 assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of at least the Commitments retained by the transferor Lender shall in no event be less than $5,000,0005,000,000 (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. The consent of Nothing contained herein shall limit in any way the Agent and, prior to the occurrence right of a Default Lender to pledge or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, 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 its Notes to a any Operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVER(y) direct or indirect contractual counterparties in swap agreements relating to the Loans, provided that any payment by Borrowers to the assigning Lender in 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, and no such assignment or pledge shall release the transferor assigning Lender from its obligations hereunderhereunder or substitute any such pledgee or assignee for such Lender as a party thereto.

Permitted Assignments. Any Subject to its giving at least 5 Business Days notice to Agent and Borrower, any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS") any Eligible Assignee all or a portion any part of its rights and obligations under this Agreement the Loan Documents, so long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such transferor Lender's rights and obligations under the Loan Documents orwith respect to the Revolver Loans, without LC Obligations, 1995 Bonds and Term Loan and, in the prior written consent 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 Agentcase of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, involves Loans and Commitments in an immediately after giving effect to any assignment, the aggregate amount of at least the Commitments retained by the transferor Lender shall in no event be less than $5,000,0005,000,000 (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 the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which an Eligible Assignee that is not a Lender or an Affiliate thereofof a Lender. Notwithstanding Nothing contained herein shall limit in any way the foregoing, any Lender may at any time, without 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 Borrower Loan Documents or the Agent, assign (ii) all or any portion of its rights under this Agreement 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 its Notes to a any Operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVERprovided that in the case of this clause (ii) any payment in respect of such assigned Loans made by Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of such assigned Loans to the extent of such payment, that but no such assignment shall release the transferor assigning Lender from its obligations hereunder. 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 unreasonably withheld.

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) which is not an Ineligible Institution all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations of any assigning Lender under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents or, without the prior written consent of the Agentexcept for assignments to another Lender, an Affiliate thereof or an Approved Fund, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior Notice to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Global Administrative Agent shall be required prior to an any assignment becoming effective and the consent of the Global Administrative Agent (which consent will not be unreasonably withheld or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without and the consent of the Borrower Harley (which consent will not be unreasonably withheld or the Agent, assign all or delayed; provided that Harley shall be deemed to have consented to any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment (excluding, for the avoidance of doubt, any assignment or purported assignment to an Ineligible Institution) unless it shall release object thereto by written notice to the transferor Lender Global Administrative Agent within ten (10) Business Days after having received written notice thereof from the Global Administrative Agent) shall be required prior to an assignment becoming effective unless (A) a Default shall have occurred and be continuing at such time or (B) the Purchaser which is a Lender, an Affiliate thereof or an Approved Fund; provided that, notwithstanding the preceding clause (B), (1) the Purchaser with respect to any assignment that does not require Harley’s consent under the preceding clause (B) shall nevertheless provide written notice to Harley thereof prior to, or promptly after, such assignment and (2) the consent of Harley shall be required prior to any assignment resulting in the applicable Purchaser, collectively with its obligations hereunderAffiliates and affiliated Approved Funds, holding Commitments in an aggregate amount greater than 15% of the Aggregate Commitment at such time (or, if the Commitments shall have been terminated, such Purchaser, collectively with its Affiliates and affiliated Approved Funds, would hold Loans aggregating to more than 15% in principal amount of all outstanding Loans at such time). It is understood and agreed that it shall be reasonable for Harley to consider a proposed Purchaser’s right to require reimbursement for incremental increased costs pursuant to Article III when determining whether to consent to any applicable assignment.”

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any of such Lender’s Affiliates or to one or more banks banks, financial institutions or pension funds, or with the prior approval of the Borrower, which shall not be unreasonably withheld or delayed, any other entities entity ("PURCHASERS"“Purchasers”) all or a any portion of its rights and obligations under this Agreement the Loan Documents provided that any assignment of only a portion of such rights and obligations (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, in an amount not less than $5,000,000 and not a varying, ratable (ii) shall transfer the same percentage of all of the assigning such Lender's ’s rights and obligations under this Agreementboth Tranche A and Tranche B, so that all Lenders at all times maintain the same Percentage of both Tranche A and Tranche B. In addition, KeyBank National Association agrees that it will not assign any portion of its Commitment or Commitments of its affiliates, if such assignment will result in the amount of the Commitment to be held by KeyBank National Association and its affiliates to be less than the next highest Commitment amount held by any other Lender provided that no 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 effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Such consent shall not be unreasonably withheld. Notwithstanding anything to the foregoingcontrary contained herein, any no Lender may at any time, without the consent of the Borrower or the Agent, assign shall transfer all or any portion of its rights and obligations under this Agreement and its Notes the Loan Documents (including any participation interest therein) to (i) Borrower or an Affiliate of Borrower or (ii) any real estate investment trust or other real estate investor or real estate operating company that is a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereundercompetitor of GPLP.

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement the Credit Documents; provided, that, unless the assignment is to another Lender, an Affiliate thereof or an Approved Fund and except as the Agent and the Borrower shall otherwise agree, each such assignment shall be in the minimum principal amount of not less than the lesser of (including, without limitation, its Commitment, all i) $5,000,000 in the case of a Revolving Loan Commitment or $1,000,000 in the case of a Term Loan and (ii) the amount of such Lender’s Commitments or Loans owing to it, all as of its participation interests in existing Letters the proposed date of Creditsuch assignment, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each each such assignment shall be of a constant, and not a varying, ratable percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s commitment, Loans and interest in Facility LCs (provided that this clause shall not be construed to prohibit the assignment of a part or all of the assigning Lender's ’s rights and obligations under this Agreementin respect of one Facility and not the other Facility). Such Each such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit I hereto or in such other form as may be agreed to by the Agent and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not an Affiliate of a Lender or an Affiliate thereof. Notwithstanding Approved Fund (which consent may not be unreasonably withheld); provided, that if (i) a Default has occurred and is continuing or (ii) the foregoingassignment is pursuant to the physical settlement of credit derivative transactions, any Lender may at any time, without the consent of the Borrower or shall not be required. The consent of the Agent, assign Agent (not to be unreasonably withheld) shall be required prior to an assignment becoming effective; provided that no consent of the Agent shall be required for an assignment of all or any portion of its rights under this Agreement and its Notes the Term Loan to a Federal Reserve Bank; PROVIDEDLender, HOWEVER, that no such assignment shall release the transferor an Affiliate of a Lender from its obligations hereunderor an Approved Fund.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement the Credit Documents; provided, -------- that, unless the assignment is to another Lender, an Affiliate thereof or an Approved Fund and except as the Agent and the Borrower shall otherwise agree, each such assignment shall be in the minimum principal amount of not less than the lesser of (including, without limitation, its Commitment, all Loans owing to it, all i) $5,000,000 and (ii) the amount of its participation interests in existing Letters such Lender's Commitments as of Creditthe proposed date of such assignment, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementAgreement and the assignment shall cover the same percentage of such Lender's commitment, Loans and interest in Facility LCs. Such Each such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit I hereto or in such other form as may --------- be agreed to by the Agent and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not an Affiliate of a Lender or an Affiliate thereof. Notwithstanding Approved Fund (which consent may not be unreasonably withheld); provided, that if (i) -------- a Default has occurred and is continuing or (ii) the foregoingassignment is pursuant to the physical settlement of credit derivative transactions, any Lender may at any time, without the consent of the Borrower or shall not be required. The consent of the Agent, assign Agent (not to be unreasonably withheld) shall be required prior to an assignment becoming effective; provided that no consent of the Agent shall be required for an assignment of all or any portion of its rights under this Agreement and its Notes the Term Loan to a Federal Reserve Bank; PROVIDEDLender, HOWEVER, that no such assignment shall release the transferor an Affiliate of a Lender from its obligations hereunderor an Approved Fund.

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) which is not an Ineligible Institution all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations of any assigning Lender under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents or, without the prior written consent of the Agentexcept for assignments to another Lender, an Affiliate thereof or an Approved Fund, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior Notice to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Global Administrative Agent shall be required prior to an any assignment becoming effective and the consent of the Global Administrative Agent (which consent will not be unreasonably withheld, conditioned or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without and the consent of the Borrower Harley (which consent will not be unreasonably withheld, conditioned or the Agent, assign all or delayed; provided that Harley shall be deemed to have consented to any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment (excluding, for the avoidance of doubt, any assignment or purported assignment to an Ineligible Institution) unless it shall release object thereto by written notice to the transferor Lender Global Administrative Agent within ten (10) Business Days after having received written notice thereof from the Global Administrative Agent) shall be required prior to an assignment becoming effective unless (A) a Default under Section 7.1(a) or Section 7.1(e) shall have occurred and be continuing at such time or (B) the Purchaser is a Lender, an Affiliate thereof or an Approved Fund; provided that, notwithstanding the preceding clause (B), (1) the Purchaser with respect to any assignment that does not require Harley’s consent under the preceding clause (B) shall nevertheless provide written notice to Harley thereof prior to, or promptly after, such assignment and (2) the consent of Harley shall be required prior to any assignment resulting in the applicable Purchaser, collectively with its obligations hereunderAffiliates and affiliated Approved Funds, holding Commitments in an aggregate amount greater than 15% of the Aggregate Commitment at such time (or, if the Commitments shall have been terminated, such Purchaser, collectively with its Affiliates and affiliated Approved Funds, would hold Loans aggregating to more than 15% in principal amount of all outstanding Loans at such time). It is understood and agreed that it shall be reasonable for Harley to consider a proposed Purchaser’s right to require reimbursement for incremental increased costs pursuant to Article III when determining whether to consent to any applicable assignment.

Permitted Assignments. Any Lender 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 which is not ("PURCHASERS"i) a competitor of any of the Companies or (ii) a Person that is, or is owned or controlled by, a participant in the transportation industry (“Purchasers”) all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations of any assigning Lender under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents or, without the prior written consent of the Agentexcept for assignments to another Lender, an Affiliate thereof or an Approved Fund, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,000. The Notice to the Global Administrative Agent shall be required prior to any assignment becoming effective and the consent of the Global Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall consent will not be unreasonably withheld)withheld or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender and, so long as no Default shall have occurred and be continuing, notice to and consent of Harley (which consent will not be unreasonably withheld or delayed) shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender Lender, an Affiliate thereof or an Affiliate thereof. Notwithstanding the foregoing, Approved Fund (provided that Harley shall be deemed to have consented to any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment unless it shall release object thereto by written notice to the transferor Lender Global Administrative Agent within ten (10) Business Days after having received written notice thereof from its obligations hereunderthe Global Administrative Agent).

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement the Credit Documents; provided, that, unless the assignment is to another Lender, an Affiliate of a Lender or an Approved Fund and except as the Agent and the Parent Borrower shall otherwise agree, each such assignment shall be in the minimum principal amount of not less than the lesser of (including, without limitation, its Commitment, all i) $5,000,000 in the case of a Revolving Loan Commitment or $1,000,000 in the case of a Term Loan and (ii) the amount of such Lender’s Commitments or Loans owing to it, all as of its participation interests in existing Letters the proposed date of Creditsuch assignment, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each each such assignment shall be of a constant, and not a varying, ratable percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s commitment, Loans and interest in Facility LCs (provided that this clause shall not be construed to prohibit the assignment of a part or all of the assigning Lender's ’s rights and obligations under this Agreementin respect of one Facility and not the other Facility). Such Each such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit I hereto or in such other form as may be agreed to by the Agent and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Parent Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Affiliate thereof. Notwithstanding Approved Fund (which consent may not be unreasonably withheld); provided, that if (i) a Default has occurred and is continuing or (ii) the foregoingassignment is pursuant to the physical settlement of credit derivative transactions, any Lender may at any time, without the consent of the Parent Borrower or shall not be required. The consent of the Agent, assign Agent (not to be unreasonably withheld) shall be required prior to an assignment becoming effective; provided that no consent of the Agent shall be required for an assignment of all or any portion of its rights under this Agreement and its Notes the Term Loan to a Federal Reserve Bank; PROVIDEDLender, HOWEVER, that no such assignment shall release the transferor an Affiliate of a Lender from its obligations hereunderor an Approved Fund.

Permitted Assignments. Any Lender (each such assigning Lender under this Section 14.3 being a “Seller”) 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 that are Eligible Assignees ("PURCHASERS"“Purchasers”) all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Commitment and Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's Seller’s rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's Seller’s rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least One Million and 00/100 Dollars ($5,000,0001,000,000), which minimum amount shall not apply to any assignment between Lenders, or to an Affiliate of any Lender. The written consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheldwithheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the of such assigning Lender; provided that no such consent of the Borrower shall be required to the extent a Default has occurred and is then continuing or if such assignment is in connection with the Agent, assign all physical settlement of one or any portion of its rights under this Agreement and its Notes more credit derivative transactions. Unless a Loan is being assigned to a Federal Reserve Bank; PROVIDEDLender or an Affiliate of a Lender, HOWEVER, that no such the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) shall be required prior to each assignment shall release the transferor Lender from its obligations hereunderbecoming effective.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time time, assign to one or more banks or other entities ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents orsubject, in the case of assignments to a Purchaser which is not a Lender prior to such assignment, to a minimum of $15,000,000 or such lesser amount as may be consented to by the Borrower, the Administrative Agent and the Issuers of any outstanding Letters of Credit, provided that no Lender may assign any part of its rights and obligations under the Loan Documents without also assigning to such Purchaser the prior written consent applicable pro rata share of such rights and obligations under the Agent, involves Loans 364-Day Revolving Credit Agreement such that such Purchaser owns the same pro rata share of rights and Commitments obligations under the 364-Day Revolving Credit Agreement as it does hereunder. Such assignment shall be substantially in an aggregate amount the form of at least $5,000,000Exhibit "D" hereto or in such other form as may be agreed to by the parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured DefaultBorrower, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Administrative Agent and the Issuers of any outstanding Letters of Credit shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing; provided, any Lender may at any timehowever, without that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent of the Borrower and the Administrative Agent shall not be unreasonably withheld; such consent of each Issuer may be given or the Agent, assign all or any portion of withheld in its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereundersole discretion.

Permitted Assignments. Any Lender 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 that are not, and that are not Affiliates of a Person, in the home building business ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement the Loan Documents (includingwhich may include, without limitationin the case of a Purchaser of an interest from the Swing Line Bank, its Commitmentthe Swing Line Commitment and Swing Line Loans) in the amount of not less than $5,000,000, all Loans owing to itprovided that, immediately following such assignment, the assigning Lender either (i) shall retain a Commitment of not less than $10,000,000 or (ii) shall have assigned all of its participation interests Commitment and have no remaining interest in existing Letters the Obligations and provided, further, that First Chicago may not assign the Swing Line Commitment or Swing Line Loan except to a Purchaser that is, or at the time of Creditsuch assignment becomes, and its obligation to participate in additional Letters of Credit hereunder) the Agent in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit "L" hereto or in such other form as may be agreed to by the parties thereto. In the case of an assignment of a Commitment or any portion thereof (excluding, however, the Swing Line Commitment or any portion thereof) other than to a Lender or an Affiliate thereof and in the case of any assignment of the Swing Line Commitment or any portion thereof, the consent of the Borrower and the Agent shall be required prior to such assignment becoming effective; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000required. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, Such consents shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any Subject to its compliance with SECTION 14.3.2, a Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS") any Eligible Assignee all or a portion any part of its rights and obligations under this Agreement the Loan Documents, so long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such transferor Lender's rights and obligations under the Loan Documents or, without with respect to the prior written consent of the Agent, involves Loans and Commitments 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 assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of at least the Commitments retained by the transferor Lender shall in no event be less than $5,000,0005,000,000 (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. The consent of Nothing contained herein shall limit in any way the Agent and, prior to the occurrence right of a Default Lender to pledge or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, 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 its Notes to a any Operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVERprovided 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 in 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, and no such assignment shall release the transferor assigning Lender from its obligations hereunder.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion any part of its Revolving Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under this Agreement the Loan Documents with respect thereto; provided, however, that (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreementso assigned as it relates to either Lender's outstanding Term 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 and Term 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 or Term 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 or Term Loan assigned shall not be less than $1,000,000 or an integral multiple thereof. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit E hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Borrower and the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoingof a Lender; provided, any Lender may at any timehowever, without that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consents shall not be unreasonably withheld or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderdelayed.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section ------- 13.3; provided, however, that no such assignment shall be permitted without the ---- -------- ------- Borrowers' prior written consent (which consent shall not be unreasonably withheld) unless a Default shall have occurred and be continuing at the time thereof. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit F --------- hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,000. The Notice to the Agent and consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, consent shall not be unreasonably withheld), ) shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A F hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,00010,000,000 (which minimum amount may be waived by the Required Lenders after the occurrence of a Default or Unmatured Event of Default). The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower Borrowers (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit H hereto and shall not (an "ASSIGNMENT") or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured DefaultCompany, the Borrower (which consentAdministrative Agent, in each such case, shall not be unreasonably withheld), and the Syndication Agent with respect thereto shall be required prior to an assignment becoming effective with respect to 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 Affiliate thereof) shall be in an amount not less than the lesser of (i) $10,000,000 and in integral multiples of $1,000,000 thereafter unless otherwise agreed to by the Administrative Agent and, if no Default has occurred and is continuing, the Company, or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment). Notwithstanding the foregoing, If any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion assigns a part of its rights and obligations in respect of Revolving Credit Loans and/or Revolving Credit Commitment under this Agreement and its Notes to a Federal Reserve Bank; PROVIDEDPurchaser, HOWEVERsuch 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, that no and if any Lender assigns a part of its rights and obligations under this Agreement in respect of its Pro Rata Multicurrency Loans and/or Multicurrency Commitments in respect of Pro Rata Multicurrency Loans to a Purchaser, such assignment Lender shall release the transferor Lender from assign proportionate interests in its obligations hereunderRevolving Credit Loans and Revolving Credit Commitments to such Purchaser.

Permitted Assignments. Any A Lender may, in the ordinary course of its business and in accordance with applicable law, at any time may assign to one or more banks or other entities ("PURCHASERS") all or a portion an Eligible Assignee any of its rights and obligations under this Agreement the Loan Documents, as long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents orand, without in the prior written consent case of the Agenta partial assignment, involves Loans and Commitments is in an aggregate a minimum principal amount of at least $5,000,000. The consent of the 5,000,000 (unless otherwise agreed by Agent in its discretion and, prior to the occurrence unless an Event of a Default or Unmatured Defaulthas occurred and is continuing, the Borrower (which consent, in each such case, approval by Borrower shall not be unreasonably withheld)withheld or delayed, and shall be required prior to 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 becoming effective with respect 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 a Purchaser which is not each such assignment shall execute and deliver an Assignment to Agent for acceptance and recording. Nothing herein shall limit the right of a Lender to pledge or an Affiliate thereof. Notwithstanding the foregoing, assign any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes the Loan Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank; PROVIDED, HOWEVERprovided, that no such pledge or assignment shall release the transferor Lender from its obligations hereunder.hereunder nor substitute the pledgee or assignee for such Lender as a party hereto. 13.3.2

Permitted Assignments. Any Lender may, in with the ordinary course prior written consent of its business Administrative Agent and Borrower (which consents shall not be unreasonably withheld or delayed), in accordance with applicable law, at any time assign to one or more banks or other entities ("PURCHASERS"collectively, “Purchasers”) all or a portion any part of its rights and obligations under this Agreement the Loan Documents, except that no consent of Borrower shall be required if an Event of Default has occurred and is continuing and that no consent of Borrower shall ever be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender of such Lender’s Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. No assignment to a Purchaser shall be for less than $10,000,000 of the Aggregate Commitment. Such assignments and assumptions shall be substantially in the form of Exhibit K hereto. The Borrower shall execute any and all documents which are customarily required by such Lender (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests a replacement promissory note or notes in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all forms provided hereunder (upon receipt of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and original note that is being replaced)), but Borrower shall not be permitted hereunder unless such obligated to pay any fees and expenses incurred by any Lender in connection with any assignment is either for pursuant to this Section. Any Lender selling all or any part of such Lender's its rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments obligation hereunder in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without transaction requiring the consent of the Borrower or Administrative Agent shall pay to the Agent, assign all or any portion Administrative Agent a fee of $3,500.00 per assignee to reimburse Administrative Agent for its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no involvement in such assignment shall release the transferor Lender from its obligations hereunderassignment.

Permitted Assignments. Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld or delayed), 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 ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (includingthe Credit Documents, without limitationprovided that, its Commitmentunless an Event of Default has occurred and is then continuing, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the AgentCompany to the identity of any such Purchaser shall be required, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The the Company agrees that such consent shall not be unreasonably withheld or delayed, except that no consent of the Agent and, prior to or the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, Company shall not be unreasonably withheld), shall ever be required prior to an for (i) any assignment becoming effective with respect to a Purchaser which is not Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender or an Affiliate thereofof such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. Notwithstanding the foregoing, any Lender may at any time, without no assignment of Loans or Commitments which requires the consent of the Borrower Agent or the AgentCompany may be made if the assignment would result in either the assigning Lender or the Purchaser (which may be an existing Lender) holding a Commitment of less than $5,000,000; provided, however, that if (due to reductions in the Aggregate Commitment) a Lender's Commitment is less than $5,000,000, such Lender may assign all or any portion (but not less than all) of its rights under Commitment in accordance with the terms of this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, Section notwithstanding the fact that no such assignment shall release the transferor Lender from its obligations hereunderCommitment is less than $5,000,000.

Permitted Assignments. Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld or delayed), 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 ("PURCHASERS" Purchasers") all or a portion any part of its rights and obligations under this Agreement (includingthe Credit Documents, without limitationprovided that, its Commitmentunless an Event of Default has occurred and is then continuing, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the AgentCompany to the identity of any such Purchaser shall be required, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The the Company agrees that such consent shall not be unreasonably withheld or delayed, except that no consent of the Agent and, prior to or the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, Company shall not be unreasonably withheld), shall ever be required prior to an for (i) any assignment becoming effective with respect to a Purchaser which is not Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender or an Affiliate thereofof such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. Notwithstanding the foregoing, any Lender may at any time, without no assignment of Loans or Commitments which requires the consent of the Borrower Agent or the AgentCompany may be made if the assignment would result in either the assigning Lender or the Purchaser (which may be an existing Lender) holding a Commitment of less than $10,000,000; provided, however, that if (due to reductions in the Aggregate Commitment) a Lender's Commitment is less than $10,000,000, such Lender may assign all or any portion (but not less than all) of its rights under Commitment in accordance with the terms of this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, Section notwithstanding the fact that no such assignment shall release the transferor Lender from its obligations hereunderCommitment is less than $10,000,000.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A D hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount shall not apply to any assignment between Lenders, or to an Affiliate of any Lender). The consent of the Agent Agent, and, prior to the occurrence of a Default or Unmatured Default, and only with respect to any assignment other than to another Lender, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoingof such Lender; PROVIDED, any Lender may at any time, without the no consent of the Borrower or shall be required in connection with any assignment by the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release Agent consummated after consultation with the transferor Lender from its obligations hereunderBorrower during the Syndication Period.

Permitted Assignments. Any A Lender may, in the ordinary course of its business and in accordance with applicable law, at any time may assign to one or more banks or other entities ("PURCHASERS") all or a portion an Eligible Assignee any of its rights and obligations under this Agreement the Loan Documents, as long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents orand, without in the prior written consent case of the Agenta partial assignment, involves Loans and Commitments is in an aggregate a minimum principal amount of at least $5,000,000. The consent of the 5,000,000 (unless otherwise agreed by Agent in its discretion and, prior to the occurrence unless an Event of a Default or Unmatured Defaulthas occurred and is continuing, the Borrower (which consent, in each such case, approval by Borrower shall not be unreasonably withheld)withheld or delayed, and shall be required prior to 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 becoming effective with respect 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 a Purchaser which is not each such assignment shall execute and deliver an Assignment to Agent for acceptance and recording. Nothing herein shall limit the right of a Lender to pledge or an Affiliate thereof. Notwithstanding the foregoing, assign any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes the Loan Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank; PROVIDED, HOWEVERprovided, that no such pledge or assignment shall release the transferor Lender from its obligations hereunderhereunder nor substitute the pledgee or assignee for such Lender as a party hereto.

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 lawlaw (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)) ("PURCHASERS"“Purchaser”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto Exhibit M or in such other form as may be agreed to by the parties thereto (an “Assignment and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under Assumption”). Except as otherwise hereinafter provided, the Loan Documents or, without the prior written consent of the AgentBorrower, involves Loans the Administrative Agent and Commitments in an aggregate amount of at least $5,000,000. The consent each of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Arrangers shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a (except in the case of the consent of the Borrower only, an assignment to another Lender or an Affiliate thereof. Notwithstanding the foregoing); provided, any Lender may at any timehowever, without that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such assignment (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 amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Revolving Credit Commitment of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of such Lender’s Revolving Credit Commitment as of the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower, the Administrative Agent or the Agent, assign all or any portion of its rights Arrangers under this Agreement and its Notes to a Federal Reserve Bank; PROVIDEDSection 13.3.1 shall not be unreasonably withheld or delayed, HOWEVERprovided, that no the Borrower shall be deemed to have consented to any such assignment unless it shall release object thereto by written notice to the transferor Lender from its obligations hereunderAdministrative 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, at any time assign to one or more banks or other entities ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents orDocuments; provided that, unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent, involves Loans and Commitments unless (x) the proposed Purchaser is a Lender or an affiliate thereof or (y)(i) such Lender retains at all times a Commitment which, is not less than $15,000,000 (unless such Lender is assigning all of its Commitment), (ii) each such assignment to any Purchaser of any portion of such Lender’s Commitment shall be in an aggregate amount which is not less than $25,000,000 (or, if less, the remaining amount of at least its Commitment) and in integral multiples of $5,000,0001,000,000 in excess thereof and (iii) such Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the Purchaser as Whirlpool may reasonably request. Each such assignment shall be substantially in the form of Exhibit C hereto or in such other form as may be agreed to by the parties thereto. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Issuing Lender shall be required prior to an any assignment becoming effective with respect to effective; provided, however, that if a Purchaser which Default has occurred and is not a Lender or an Affiliate thereof. Notwithstanding the foregoingcontinuing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under Whirlpool shall not be required. No consents required by this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment Section 13.03(a) shall release the transferor Lender from its obligations hereunderbe unreasonably withheld.

Permitted Assignments. Any Lender may, in with the ordinary course prior written consent of its business and the Administrative Agent, which shall not be unreasonably withheld or delayed in accordance with applicable law, at any time assign to one or more banks or other entities (collectively, "PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement the Loan Documents, provided that the amount of any such assigned interest shall not be less than one hundred percent (100%) of the Lender's interest. No interest shall be assigned to any Lender that has not been formed and is not legally existing under the laws of the United States of America or a state thereof and that is not a member of the United States Federal Reserve Bank System, except that no such consent from the Administrative Agent shall be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender, or (ii) the pledge or assignment by a Lender of such Lender's Notes and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. The Borrower shall execute any and all documents which are customarily required by such Lender (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera replacement promissory note) in accordance connection with any such sale, provided that the Borrower shall not bear any of the expenses in connection with the provisions preparation of this SECTION 13.3such documents. Each assignment assigning Lender shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and released from its obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's Any Lender selling its rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments obligation hereunder in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without transaction requiring the consent of the Borrower or Administrative Agent shall pay to the Agent, assign all or any portion Administrative Agent a fee of $3,500.00 per assignee to reimburse the Administrative Agent for its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no involvement in such assignment shall release the transferor Lender from its obligations hereunderassignment.

Permitted Assignments. Any Lender maySubject to any other applicable requirements set forth in this Section 13.3, any Lender, 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 ("PURCHASERS") all or a any portion (greater than or equal to $5,000,000 per assignee) of its rights and obligations under this Agreement (includingthe Loan Documents. Notwithstanding the foregoing provision, without limitation, its Commitment, all Loans owing any assignment by a Lender to it, all of its participation interests another Lender in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all Facility or an Affiliate thereof or an Affiliate of the assigning Lender's 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 under this Agreement. are assigned is a “Purchaser.” Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit F hereto or in such other form as may be agreed to by the parties thereto (the “Assignment”). 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 permitted hereunder unless such 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 is either for all of such Lender's rights and obligations under reducing its Commitment below $25,000,000 only if it first resigns its status as Administrative Agent or it obtains the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000Borrower or a Default has occurred. The consent of the Agent andAdministrative Agent, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoingany other provision set forth in this Agreement, any Lender may at any time, without the consent of the Borrower or the Agent, assign time create a security interest in all or any portion of its rights under this Agreement and its Notes (including, without limitation, amounts owing to a it in favor of any Federal Reserve Bank; PROVIDEDBank in accordance with Regulation A of the Board of Governors of the Federal Reserve System), HOWEVER, provided that no such assignment security interest or the exercise by the secured party of any of its rights thereunder shall release the transferor Lender from its funding obligations hereunderhereunder and such Lender shall retain all voting rights.

Permitted Assignments. Any Subject to its giving at least 5 Business Days notice to Agent and Borrower, any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS") any Eligible Assignee all or a portion any part of its rights and obligations under this Agreement the Loan Documents, so long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such transferor Lender's rights and obligations under the Loan Documents orwith respect to the Revolver Loans, without LC Obligations, 1995 Bonds and Term Loan and, in the prior written consent 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 Agentcase of an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, involves Loans and Commitments in an immediately after giving effect to any assignment, the aggregate amount of at least the Commitments retained by the transferor Lender shall in no event be less than $5,000,0005,000,000 (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 the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which an Eligible Assignee that is not a Lender or an Affiliate thereofof a Lender. Notwithstanding Nothing contained herein shall limit in any way the foregoing, any Lender may at any time, without 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 Borrower Loan Documents or the Agent, assign (ii) all or any portion of its rights under this Agreement 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 its Notes to a any Operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVERprovided that in the case of this clause (ii) any payment in respect of such assigned Loans made by Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of such assigned Loans to the extent of such payment, that but no such assignment shall release the transferor assigning Lender from its obligations hereunder. 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 unreasonably withheld.

Permitted Assignments. Any Lender Bank 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 financial institutions that are not, and that are not Affiliates of a Person, in the home building business ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement the Loan Documents in the amount of not less than $10,000,000.00 (includingsubject to reduction by Borrower pursuant to Section 2.5(d) and if more than $10,000,000.00, without limitationthen in minimum increments of $10,000,000.00), its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each provided that each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderBank's rights and obligations under the Loan Documents Documents; and provided further, that immediately following such assignment, the assigning Bank either (i) shall retain a Commitment of not less than $10,000,000.00 (subject to reduction by Borrower pursuant to Section 2.5 (d)), or (ii) shall have assigned all of its Commitment and have no remaining interest in the Obligations. Before making or agreeing to make any such assignment, the assigning Bank shall first offer to make the assignment to SunTrust, which may accept or reject the offered assignment in whole or in part in accordance with this Section 15.3, and then any balance not accepted by SunTrust within ten (10) days after the Offer Notice (hereinafter defined) as hereinafter provided shall be offered by the assigning Bank to the Banks other than SunTrust (ratably in proportion to their Commitments), any and all of which Banks may accept or reject the offered assignment in whole or in part in accordance with this Section 15.3. Any offer to SunTrust or any other Bank pursuant to the preceding sentence shall be at par as of the effective date of the assignment without retention of fees or any profit margin or other compensation by the assigning Bank, and notice of the offer (to SunTrust and, if applicable, the other Banks) shall be given in writing by the assigning Bank in accordance with Article XVI (the "Offer Notice"). SunTrust (and, if applicable, the other Banks) shall be deemed to have rejected any assignment offered if they do not confirm their agreement to accept the assignment by written notice given to the assigning Bank (the "Acceptance Notice") within ten (10) days after receiving the assigning Banks' Offer Notice. If SunTrust (or, without if applicable, any other Bank) agrees to accept the prior written consent assignment described in an Offer Notice within said ten (10) day period, then it and the assigning Bank shall close the purchase and the assignment within ten (10) days after the giving of the AgentAcceptance Notice to the assigning Bank. Neither SunTrust nor any other Bank shall ever be obligated to accept any assignment except to the extent set forth in its Acceptance Notice, involves Loans and Commitments if any. Any assignment pursuant to this Section 15.3 shall be substantially in an aggregate amount the form of at least $5,000,000EXHIBIT "I" hereto or in such other form as may be agreed to by the parties thereto, subject to the limitations on the terms of any assignment to SunTrust or any other Bank described above. The consent of the Borrower and Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect effective, such consent not to a Purchaser which be unreasonably withheld or delayed; provided, however, that if an Event of Default has occurred and is not a Lender or an Affiliate thereof. Notwithstanding the foregoingcontinuing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereundernot be required.

Permitted Assignments. Any Subject to its compliance with SECTION 13.3.2, a Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS") any Eligible Assignee all or a portion any part of its rights and obligations under this Agreement the Loan Documents, so long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such transferor Lender's rights and obligations under the Loan Documents or, without with respect to the prior written consent of the Agent, involves Loans and Commitments 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 assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of at least the Commitments retained by the transferor Lender shall in no event be less than $5,000,000. The consent 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 Agent and, assignment in writing prior to the occurrence of a Default or Unmatured Default, the Borrower such assignment (which consent, in each such case, consent shall not be unreasonably withheldwithheld or delayed), . Nothing contained herein shall be required prior to an assignment becoming effective with respect to a Purchaser which is not limit in any way the right of a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, to assign all or any portion of its rights under this Agreement 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 its Notes to a any Operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVERprovided that any payment by Borrowers to the assigning Lender in 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, that and no such assignment shall release the transferor assigning Lender from its obligations hereunder.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, Revolving Loan Commitment and all Revolving Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit E hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount may be waived by the Required Lenders after the occurrence of a Default or Unmatured Event of Default). The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower Borrowers (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any Lender may, in the ordinary course of its commercial lending business and in accordance with applicable lawApplicable Law, at any time upon prior notice to the Company assign to one or more of its Affiliates, to one or more of the other Lenders (or to Affiliates of such other Lenders), or to one or more banks or other entities ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement the Credit Documents; provided that except for assignments between parties each of whom were Lenders (includingor their Affiliates) on the Closing Date, without limitation, its Commitment, all Loans owing each such assignment (other than assignments to it, all Affiliates of its participation interests in existing Letters any Lender) shall assign a minimum of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all $5,000,000 of the assigning Lender's rights Loans, participations in LC Liabilities and obligations unused Commitment, unless such assigning Lender is assigning all of its right, title and interest under this Agreementthe Credit Documents. Such Each such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. Exhibit I. The consent of the Administrative Agent and, prior to and the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, consents shall not be unreasonably withheld), ) shall be required prior to an assignment with respect to a Commitment, Loans or participations in Letters of Credit becoming effective with respect to a Purchaser which is not a Lender (or an Affiliate thereofits Affiliate), provided that the consent of the Company shall not be required when a Default has occurred and is continuing. Such consent shall be substantially in the form attached as Annex II to Exhibit I. Notwithstanding anything to the contrary in the foregoing, any Lender may at assign any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes interests in the Obligations to a Federal Reserve Bank; PROVIDED, HOWEVER, provided that no such assignment to a Federal Reserve Bank shall release the transferor a Lender from its obligations hereunder.

Permitted Assignments. Any Lender 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 ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents orDocuments; provided that, no assignment may be made without the prior written consent of Whirlpool and the AgentAdministrative Agent in their sole discretion, involves Loans and Commitments unless (i) such Lender retains at all times a Commitment which, is not less than $15,000,000 (unless such Lender is assigning all of its Commitment), (ii) each such assignment to any Purchaser of any portion of such Lender’s Commitment shall be in an aggregate amount which is not less than $15,000,000 (or, if less, the remaining amount of at least its Commitment) and in integral multiples of $5,000,0001,000,000 in excess thereof and (iii) such Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the Purchaser as Whirlpool may reasonably request. Each such assignment shall be substantially in the form of Exhibit “F” hereto or in such other form as may be agreed to by the parties thereto. The consent of Whirlpool and the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without and the consent of the Borrower or the Agenteach Issuing Lender shall be required prior to any assignment becoming effective; provided, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVERhowever, that no such assignment if a Default has occurred and is continuing, the consent of Whirlpool shall release the transferor Lender from its obligations hereundernot be required. No consents required by this Section 13.03(a) shall be unreasonably withheld.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion any part of its Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under this Agreement the Loan Documents with respect thereto; PROVIDED, HOWEVER, that (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreementso 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 effected through an Assignment Agreement substantially in the form of EXHIBIT A D hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Borrower and the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve BankLender; PROVIDED, HOWEVER, that no such assignment if a Default has occurred and is continuing, the consent of the Borrower shall release the transferor Lender from its obligations hereundernot be required. Such consents shall not be unreasonably withheld.

Permitted Assignments. Any Lender (each such assigning Lender under this Section 14.3 being a “Seller”) 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 that are Eligible Assignees ("PURCHASERS"“Purchasers”) all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit hereunderand Swing Line Loans) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's Seller’s rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's Seller’s rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least Five Million and 00/100 Dollars ($5,000,000) (which minimum amount shall not apply to any assignment between Lenders, or to an Affiliate of any Lender). The written consent of the Agent and, prior to Funded Issuing Banks and the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, shall not be unreasonably withheldwithheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the of such assigning Lender; provided that no such consent of the Borrower Company shall be required to the extent a Default has occurred and is then continuing or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no if such assignment is in connection with the physical settlement of one or more credit derivative transactions. The written consent of the Administrative Agent (which consent shall release the transferor Lender from its obligations hereundernot be unreasonably withheld or delayed) shall be required prior to each assignment becoming effective.

Permitted Assignments. (a) Any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to one or more banks or other entities ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not Exhibit B or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Borrower Representative and the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided that if a Default exists with respect to any Borrower, the consent of the Borrower Representative shall not be required. Any such consent shall not be unreasonably withheld or delayed, provided that the Borrower Representative shall be deemed to have consented to such assignment unless the Borrower Representative shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof. The Borrower Representative shall receive prior written notice by the assigning Lender prior to an assignment becoming effective with respect to a Purchaser which is a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of each Issuer and the Swingline Lender shall be required for all assignments. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower Representative and the Agent otherwise consent) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the Agentremaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans, assign all or any portion of its rights under this Agreement participations in Swingline Loans and its Notes participations in LC Obligations (to a Federal Reserve Bank; PROVIDED, HOWEVER, that no the extent such Commitment has been terminated). Each assignment shall release be of a constant, and not a varying, percentage of all of the transferor Lender from its obligations hereunderassigning Lender’s interests in the Obligations of, and Commitment to, all Borrowers.

Permitted Assignments. Any Lender 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)) ("PURCHASERS"“Purchaser”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not Exhibit H or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents orparties thereto, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The consent of the Administrative Agent and, prior to the occurrence of a so long as no Default under Section 8.2, 8.5 or Unmatured Default8.6 has occurred and is continuing, the Borrower (which consentan “Assignment and Assumption”). Except as otherwise hereinafter provided, in each such case, shall not be unreasonably withheld), the consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a (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. Notwithstanding the foregoing); provided, any Lender may at any timehowever, without that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower or shall not be required. Unless each of the AgentAdministrative Agent and the Borrower otherwise consents (except that, assign all or any portion if a Default has occurred and is continuing, the consent of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDEDthe Borrower shall not be required), HOWEVER, that no (a) each such assignment shall release (unless it is an assignment of a Lender’s entire interest in the transferor Term Loan Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be made that would reduce the Term Loans of a Lender from and its obligations hereunderAffiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of the Term Loans held by such Lender on the Amendment No. 5 Effective Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably 102 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 Borrower in its sole discretion); provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any A Lender may, in the ordinary course of its business and in accordance with applicable law, at any time may assign to one or more banks or other entities ("PURCHASERS") all or a portion an Eligible Assignee any of its rights and obligations under this Agreement the Loan Documents, as long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents orand, without in the prior written consent 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; (b) except in the Agentcase of an assignment in whole of a Lender’s rights and obligations, involves Loans and Commitments in an the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000. The consent 5,000,000 (unless otherwise agreed by Agent in its discretion); (c) in the case of the Agent andan assignment or transfer by a Lender of a US Commitment, prior Belgian Commitment or Luxembourg Commitment, there is a corresponding assignment or transfer by such Lender (or any an Affiliate thereof) to the occurrence of a Default or Unmatured Default, the Borrower Eligible Assignee thereof (which consentmay, in each such casecertain circumstances, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender the same institution or an Affiliate thereof) of an amount which bears the same proportion to the US Commitment, Belgian Commitment or Luxembourg Commitment, as the case may be, as the amount assigned or transferred by the Lender bears to the US Commitment, Belgian Commitment or Luxembourg Commitment, so that after giving effect to such assignment or transfer, the Eligible Assignee has acquired the proportionate share of each Commitment; and (d) the parties to each such assignment shall execute and deliver an Assignment to Agent for acceptance and recording. Notwithstanding Nothing herein shall limit the foregoing, right of a Lender to pledge or assign any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes the Loan Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank; PROVIDEDprovided, HOWEVERthat, that no such pledge or assignment shall release the transferor Lender from its obligations hereunderhereunder nor substitute the pledgee or assignee for such Lender as a party hereto.

Permitted Assignments. Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld or delayed), 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 ("PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement (includingthe Credit Documents, without limitationprovided that, its Commitmentunless an Event of Default has occurred and is then continuing, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the AgentCompany to the identity of any such Purchaser shall be required, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The the Company agrees that such consent shall not be unreasonably withheld or delayed, except that no consent of the Agent and, prior to or the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, Company shall not be unreasonably withheld), shall ever be required prior to an for (i) any assignment becoming effective with respect to a Purchaser which is not Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender or an Affiliate thereofof such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. Notwithstanding the foregoing, any Lender may at any time, without no assignment of Loans or Commitments which requires the consent of the Borrower Agent or the AgentCompany may be made if the assignment would result in either the assigning Lender or the Purchaser (which may be an existing Lender) holding a Commitment of less than $15,000,000; provided, however, that if (due to reductions in the Aggregate Commitment) a Lender's Commitment is less than $15,000,000, such Lender may assign all or any portion (but not less than all) of its rights under Commitment in accordance with the terms of this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, Section notwithstanding the fact that no such assignment shall release the transferor Lender from its obligations hereunderCommitment is less than $15,000,000.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall may be of a constant, and not a varying, non-ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A D hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount (i) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of any Lender, and (ii) in any event may be waived by the Required Lenders after the occurrence of a Default or Unmatured Event of Default). The consent of the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consentconsent of the Administrative Agent and of the Borrower, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent or Approved Fund of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderLender.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section ------- 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D --------- hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the AgentAdministrative Agent and (if no Default or Unmatured Default has occurred or is continuing) the Borrower, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount shall not apply to any assignment between Lenders, or to an Affiliate of any Lender). The Other than with respect to any assignment to another Lender or an Affiliate or successor entity of such Lender, the consent of the Agent Administrative Agent, and, prior to the occurrence and continuance of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), ) shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereofeffective. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.(B)

Permitted Assignments. Any Lender (each such assigning Lender under this Section 13.3 being a "Seller") 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning LenderSeller's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderSeller's rights and obligations under the Loan Documents or, without the prior written consent of the AgentAgent and the Alternate Currency Bank, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount (i) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of any Lender, and (ii) in any event may be waived by the Required Lenders after the occurrence of a Default or Unmatured Event of Default). The written consent of the Agent and the Alternate Currency Bank, and, prior to the occurrence of a Default or Unmatured Default, and only with respect to any assignment other than to another Lender, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent or Approved Fund of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderLender.

Permitted Assignments. Any A Lender may, in the ordinary course may assign to an Eligible Assignee any of its business and in accordance with applicable lawLoans, at any time assign to one or more banks or other entities ("PURCHASERS") all or a portion of its rights and obligations under this Agreement the Transaction Documents, as long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Transaction Documents orand, without in the prior written consent case of the Agenta partial assignment, involves Loans and Commitments is in an aggregate a minimum principal amount of at least $5,000,000. The consent of the 5,000,000 (unless otherwise agreed by Agent and, prior in its discretion); (b) Agent shall have consented to such assignment (except to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each extent such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect is to a Purchaser which is not Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender), (c) Borrower shall have consented to such assignment (except to the extent such assignment is to a Lender, an Affiliate thereof. Notwithstanding of a Lender or an Approved Fund with respect to such Lender), with such consent not to be unreasonably withheld, provided that Borrower shall be deemed to have consented to such assignment within five (5) Business Days after Xxxxxxxx receives notice of such proposed assignment, and provided further that no such consent shall be required after the foregoingoccurrence of an Event of Default, any Lender may at any time, without and (d) the consent of the Borrower or the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Assumption. Nothing herein shall limit the right of a Lender to pledge or assign all or any portion of its rights under this Agreement and its Notes the Transaction Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank; PROVIDEDprovided, HOWEVERhowever, that no such pledge or assignment shall release the transferor Lender from its obligations hereunderhereunder nor substitute the pledge or assignee for such Lender as a party hereto.

Permitted Assignments. (i) Any Lender (each such assigning Lender under this Section 14.3 being a "Seller") 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 Company or any of its Affiliates) ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Tranche A Revolving Loan Commitment, all its Tranche B Revolving Loan Commitment, any Loans owing to it, all of its participation interests in existing Letters of Credit, Swing Line Loans and Alternate Currency Loans, and its obligation to participate in additional Letters of Credit Credit, Swing Line Loans and Alternate Currency Loans hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementSection 14.3. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderSeller's rights and obligations under the Loan Documents or, without the prior written consent of the AgentAdministrative Agent and the Company, involves Loans loans and commitments as a consequence of which neither the Seller nor the Purchaser will have a Commitment of less than $5,000,000; provided that the foregoing restrictions with respect to Commitments in an having a minimum aggregate amount (A) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of at least $5,000,000any Lender, and (B) in any event may be waived by the Administrative Agent). The written consent of the Agent Administrative Agent, and, prior to the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent or Approved Fund of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderLender.

Permitted Assignments. (a) Any Lender 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 ("PURCHASERS") all or a portion any part of its Commitment and outstanding Revolving Loans, Swing Line Interests and L/C Interests, together with its rights and obligations under this Agreement the Loan Documents with respect thereto; PROVIDED, HOWEVER, that (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderi) in accordance with the provisions of this SECTION 13.3. Each each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreementso assigned; (ii) 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 $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (iii) notwithstanding the foregoing CLAUSE (ii), (x) if the assignment is made to a Lender or an Affiliate of the assigning Lender, the amount of the Commitment assigned shall not be less than $1,000,000 and (y) if the assignment is made pursuant to SECTION 2.18(a)(ii), the Commitment assigned may be in the amount of the relevant Non-Consenting Lender's entire remaining Commitment after giving effect to all assignments pursuant to SECTION 2.18(a)(i). Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A D hereto and shall not or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of TLGI, the Borrower, the L/C Issuer and the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve BankLender; PROVIDED, HOWEVER, that no such assignment if a Default has occurred and is continuing, the consent of neither TLGI nor the Borrower shall release the transferor Lender from its obligations hereunderbe required. Such consents shall not be unreasonably withheld.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitmentany Commitments, all any Loans owing to it, all of its interests as Issuing Lender with respect to Letters of Credit, all of its participation interests in existing Existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Facility Letters of Credit Credit, Alternate Currency Credits and Swing Line Loans hereunder) in accordance with the provisions of this SECTION Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit H hereto and and, without the prior consent of the Administrative Agent, shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, or involves Loans and Commitments in an aggregate amount of at least $5,000,000. The Notice to the Administrative Agent and Brightpoint and consent of Brightpoint and the Administrative Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall consents will not be unreasonably withheld), ) shall be required prior 126 136 to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, no consent of Brightpoint shall be required for any assignment to become effective at a time when a Default has occurred and is continuing. Notwithstanding anything in this Section 13.3 to the foregoingcontrary, any Lender may at any time, without the consent of the Borrower Brightpoint or the Administrative Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDEDprovided, HOWEVERhowever, that no such assignment to a Federal Reserve Bank shall release the transferor Lender from its obligations hereunder.

Permitted Assignments. Any Subject to Section 13.4, any Lender 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 ("PURCHASERS"“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this AgreementLoan Documents. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit G hereto and shall not (an “Assignment”) or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Agent andAdministrative Agent, prior to any Issuer and the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), Company shall be required prior to an assignment becoming effective with respect effective, provided that the consent of the Company shall not be unreasonably withheld or delayed and shall not be required upon and during the continuance of any Default or if such assignment is to a Purchaser which is not another Lender or to an Affiliate of a Lender or an Affiliate thereofApproved Fund. Notwithstanding No such assignment may be made to a manufacturing company or any of its Affiliates which is a direct competitor of the foregoingCompany, any unless a Default has occurred under Section 7.6. The Purchaser, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its related parties or its securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Each such assignment shall be in an amount not less than $5,000,000 and a multiple of $1,000,000, provided that, except in the case of the assignment of the entire Commitment, the remaining Commitment of such assigning Lender shall not be less than $5,000,000, unless each of the Company and the Administrative Agent otherwise consent. Any Lender may at any time, without the consent of the Borrower time pledge or the Agent, assign a security interest in all or any portion of its rights under this Agreement and its Notes 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, HOWEVER, provided that no such pledge or assignment of a security interest shall release the transferor a Lender from any of its obligations hereunderhereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with --------------------- applicable lawlaw and with the prior written consent of the Company (at all times other than during the existence of a Default) and the Agent, at any time assign to one or more banks or any other entities entities, (as used in this Section 13, ---------- "PURCHASERSPurchasers") ), all or a portion any part of its rights and obligations under this ---------- Agreement (includingand the other Credit Documents; provided that, without limitationso long as no Default -------- shall have occurred or be continuing, its Commitmentno Lender may assign any such rights or obligations to any entity which is engaged in business in the forest products industry, all Loans owing unless such Lender obtains the prior consent of the Company to itsuch assignment, all of its participation interests in existing Letters of Creditwhich consent shall not be unreasonably withheld; provided, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each further, -------- ------- that each such assignment shall be of a constant, and not a varying, ratable percentage pro rata portion of all of the assigning Lender's rights and obligations under this Agreement. Such assignment Agreement and the other Credit Documents and shall be effected through an Assignment Agreement in a minimum aggregate amount of $5,000,000. Each assignment pursuant to this Section 14.3 shall be substantially in the form of EXHIBIT A hereto ------------ the Lender's Assignment Agreement attached as Exhibit F. In addition, without --------- the consent of the Company and the Agent, any Lender shall not be permitted hereunder unless such assignment is either for to create a security interest in favor of any Federal Reserve Bank in all or any of such Lender's rights and obligations under the Loan Credit Documents or, without the prior written consent in order to comply with Regulation A of the Agent, involves Loans and Commitments in an aggregate amount Board of at least $5,000,000. The consent Governors of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereofFederal Reserve System. Notwithstanding the foregoingforegoing provisions of this Section 13.3(a), any no Lender may --------------- shall at any time, without the consent of the Borrower or the Agent, time assign all or any portion of its rights under this Agreement and its Notes Loans to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release any Member or any Affiliate of any Member without the transferor Lender from its obligations hereunderprior written consent of all of the other Lenders.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its CommitmentCommitments, all Loans owing to it, all of its interest as an Issuing Lender with respect to Letters of Credit, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.312.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A F hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, or involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding Such consent shall be set forth on the foregoing121 Notice of Assignment and shall not be unreasonably withheld. In addition, any Lender may at any time, without the consent of the Borrower or shall be required (which consent shall not be unreasonably withheld) prior to an assignment becoming effective if such assignment is at a time when no Default has occurred and is continuing, which consent, if required, shall be set forth on the Agent, assign all or any portion Notice of its rights under this Agreement and its Notes to a Federal Reserve BankAssignment; PROVIDED, HOWEVER, that no such consent of the Borrower shall be required in connection with any assignment shall release the transferor to another Lender from its obligations hereunderor to an Affiliate of any Lender.

Permitted Assignments. (i) Any Lender (each such assigning Lender under this Section 14.3 being a "SELLER") 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 Company or any of its Affiliates) ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Alternate Currency Loans, and its obligation to participate in additional Letters of Credit and Alternate Currency Loans hereunder) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning LenderSeller's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderSeller's rights and obligations under the Loan Documents or, without the prior written consent of the AgentAdministrative Agent and the Alternate Currency Banks, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount (i) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of any Lender, and (ii) in any event may be waived by the Administrative Agent). The written consent of the Administrative Agent and the Alternate Currency Banks, and, prior to the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent or Approved Fund of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderLender.

Permitted Assignments. Any A Lender may, in the ordinary course of its business and in accordance with applicable law, at any time may assign to one or more banks or other entities ("PURCHASERS") all or a portion an Eligible Assignee any of its rights and obligations under this Agreement the Loan Documents, as long as (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera) in accordance with the provisions of this SECTION 13.3. Each each assignment shall be is of a constant, and not a varying, ratable percentage of all of the assigning transferor Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's ’s rights and obligations under the Loan Documents orand, without in the prior written consent case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the Agentcase of an assignment in whole of a Lender’s rights and obligations, involves Loans and Commitments in an the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000. The consent of 10,000,000 (unless otherwise agreed by Agent in its discretion); (c) the Agent and, prior parties to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, assignment shall not be unreasonably withheld), shall be required prior execute and deliver to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, for its acceptance and recording, an Assignment and Acceptance and (d) no Lender shall assign all its Revolving Commitment (and corresponding Revolver Loans) or any Term Loan without a Pro Rata portion of its Term Loan or Revolving Commitment (and corresponding Revolver Loans), as applicable. Nothing herein shall limit the right of a Lender to pledge or assign any rights under this Agreement the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and its Notes to a any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; PROVIDEDprovided, HOWEVERhowever, that any payment by Borrowers to the assigning Lender 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 shall release the transferor assigning Lender from its obligations hereunder. Notwithstanding any other provisions of this Agreement to the contrary, no Lender may sell, assign or transfer all or any part of its rights, benefits or obligations under this Agreement or the other Loan Documents if such sale, assignment or transfer would result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Permitted Assignments. Any Lender Notwithstanding the provisions of ---------------------- Section 6.1 hereof, either Member may, with the consent of the other Member (such consent not to be unreasonably withheld or delayed), assign or transfer in whole (but not in part) its Company interest (including, but not limited to, its interest in the ordinary course capital or profits of its business and in accordance with applicable lawthe Company), at any time to an Affiliate of a Member (and in the event of such assignment, the transferor shall remain liable for the obligations and liabilities hereunder in the same manner and to the same extent as if such assignment had not been made), Overseas hereby consents to the transfer of JMB's interest to Urban Shopping Centers, L.P. or to a limited partnership of which the sole general partner is and shall remain Urban Shopping Centers, Inc. (or its wholly owned subsidiary) and the sole limited partner in which is and shall remain Urban Shopping Centers, L.P. In addition, either Member may assign or transfer its Company Membership interest in whole (but not in part) to one or more banks or other entities ("PURCHASERS") all or a portion an entity which is not an Affiliate of its rights and obligations under this Agreement (includingsuch Member, without limitation, its Commitment, all Loans owing to it, provided all of its participation interests in existing Letters the following conditions are met: (1) the non- transferring Member must have approved of Creditthe transferee, and its obligation to participate in additional Letters of Credit hereunder(ii) in accordance the transferor must have complied with the provisions of this SECTION 13.3Section 6,4 below (the right of first refusal there-in set forth), (iii) the purchase price payable for the interest must be payable entirely in cash or in cash and promissory notes which are not secured by such interest, (iv) any consent or approval required under any loan documents to which the Company is a party or to which the Company Property is subject has been obtained at the sole cost and expense of the transferring Member, and (V) the transferee must be of good business reputation and character. Each assignment Anything herein to the contrary notwithstanding, no transfer by a Member (whether direct or indirect) shall be of effective if it would or may cause the Company to be treated as an association taxable as a constantcorporation, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be or if such transfer is effected through an Assignment Agreement substantially in "established securities market" or a "secondary market (or the form substantial equivalent thereof)," within the meaning of EXHIBIT A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent Section 7704 of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderCode.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion any part of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment Loan Documents; PROVIDED that no Lender's Commitment shall be of a constant, and not a varying, ratable percentage of all greater than 20% of the assigning Lender's rights and obligations under this AgreementAggregate Commitment after the effectiveness of any assignment. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and shall not C or in such other form as may be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under agreed to by the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000parties thereto. The consent of the Borrower and the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender Lender, an Affiliate thereof or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve BankApproved Fund; PROVIDED, HOWEVER, that no 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 Affiliate thereof shall release (unless each of the transferor Lender from its obligations hereunderBorrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment or outstanding Loans (if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or outstanding Loans (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.

Permitted Assignments. Any Lender may, in with the ordinary course prior written consent of its business Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed), in accordance with applicable law, at any time assign to one or more banks or other entities Qualified Lenders (collectively, "PURCHASERSPurchasers") all or a portion not less than $10,000,000 of its rights and obligations under the Loan Documents, except that no consent of Administrative Agent or Borrower shall ever be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law and no consent of the Borrower shall be required when an Event of Default has occurred and is continuing. "Qualified Lender" shall mean an institution with assets over $5,000,000,000 that is generally in the business of making loans similar to this Agreement Facility and that maintains an office in the United States of America. Such assignments and assumptions shall be substantially in the form of Exhibit I hereto. The Borrower shall execute any and all documents which are customarily required by such Lender (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests a replacement promissory note or notes in existing Letters of Credit, and its obligation to participate in additional Letters of Credit the forms provided hereunder) in accordance connection with the provisions of this SECTION 13.3. Each assignment shall be of a constantany such assignment, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and but Borrower shall not be permitted hereunder unless such obligated to pay any fees and expenses incurred by any Lender in connection with any assignment is either for pursuant to this Section. Any Lender selling all or any part of such Lender's its rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments obligation hereunder in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without transaction requiring the consent of the Borrower or Administrative Agent shall pay to the Agent, assign all or any portion Administrative Agent a fee of $3,500.00 per assignee to reimburse Administrative Agent for its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no involvement in such assignment shall release the transferor Lender from its obligations hereunderassignment.

Permitted Assignments. Any Lender 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 ("PURCHASERSPurchasers") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3Section 12.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit E hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, or involves Loans loans and Commitments commitments in 98 an aggregate amount of at least $5,000,0005,000,000 (provided such amount shall not apply to an assignment to a Lender and may be reduced after the occurrence of a Default without the consent of the Borrower by the Agent and the Required Lenders). The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, and the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding Such consent shall be substantially in the foregoingform attached as Appendix I to Exhibit E hereto and shall not be unreasonably withheld, any Lender may at any timeand, without in the consent case of the Borrower or Borrower, which consent shall not be required after the Agent, assign all or any portion occurrence and during the continuance of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderDefault.

Permitted Assignments. (i) Any Lender (each such assigning Lender under this Section 14.3 being a "SELLER") 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 Borrowers or any of their Affiliates) ("PURCHASERS") that are, at the time of such assignment, entitled to receive interest on the Obligations being assigned to such institution without such payment being subject to any withholding taxes and, in the case of assignments of the Revolving Loan Commitments, are able to make Eurocurrency Rate Loans in the Agreed Currencies, all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, ratable or non-pro rata percentage of all of the assigning LenderSeller's rights and obligations under this AgreementAgreement (it being understood that Lenders with Tranche A Pro Rata Shares greater than zero may assign a portion of their interest in the Tranche A Term Loans without assigning any other 134 135 interest and Lenders with Tranche B Pro Rata Shares greater than zero may assign a portion of their interest in the Tranche B Term Loans without assigning any other interest). Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderSeller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0001,000,000 and integral multiples of $1,000,000 in excess thereof (which minimum amount (i) shall not apply to any assignment between Lenders, or to an Approved Fund or Affiliate of any Lender, and (ii) in any event may be waived by the Administrative Agent). The written consent of the Agent Administrative Agent, and, prior to the occurrence of a Default or Unmatured Default, and only with respect to any assignment other than to another Lender or an Affiliate or Approved Fund of any Lender, the Borrower Parent (which consent, in each such case, shall not be unreasonably withheldwithheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of such assigning Lender or an Affiliate thereof. Notwithstanding the foregoingApproved Fund of such assigning Lender; provided, any Lender may at any time, without the no consent of the Borrower or Parent shall be required in connection with any assignment by any Tranche B Term Loan Lender consummated after consultation with the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release Parent during the transferor Lender from its obligations hereunderSyndication Period.

Permitted Assignments. Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld or delayed), 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 (collectively, "PURCHASERSPurchasers") all or a portion any part of its rights and obligations under this Agreement the Loan Documents, except that no consent of Agent shall ever be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (it) the pledge or assignment by a Lender of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. The Borrower shall execute any and all documents which are customarily required by such Lender (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereundera replacement promissory note) in accordance connection with the provisions of this SECTION 13.3. Each assignment shall be of a constantany such assignment, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A hereto and but Borrower shall not be permitted hereunder unless such obligated to pay any fees and expenses incurred by any Lender in connection with any assignment is either for pursuant to this Section. Any Lender selling all or any part of such Lender's its rights and obligations under obligation hereunder in a transaction requiring the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior shall pay to the occurrence Agent a fee of a Default or Unmatured Default, $3,000.00 per assignee to reimburse Agent for its involvement in such assignment. Notwithstanding anything contained in this Agreement to the Borrower (which consentcontrary, in no event shall Borrower have the right to consent to any proposed assignment described in this Section 11.3.1, and each such case, shall not be unreasonably withheld), Lender shall be required prior entitled to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, freely assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderrespective Commitment.

Permitted Assignments. (i) Any Lender (each such assigning Lender under this Section 14.3 being an “Assigning Lender”) may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities ("PURCHASERS"other than the Company or any of its Affiliates) (“Purchasers”) all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all any Loans owing to it, all of its participation interests in existing Letters of Credit, Swing Line Loans and Alternate Currency Loans, and its obligation to participate in additional Letters of Credit Credit, Swing Line Loans and Alternate Currency Loans hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment Section 14.3; provided that any assignments of Revolving Loans and Commitments shall be made pro rata with participations in Letters of a constantCredit and Swing Line Loans, and not a varying, ratable percentage of all shall require the consent of the assigning Issuer, the Swing Line Bank and any applicable Alternate Currency Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Assigning Lender's ’s rights and obligations under the Loan Documents or, without the prior written consent of the AgentAdministrative Agent and the Company, involves Loans loans and commitments as a consequence of which neither the Assigning Lender nor the Purchaser will have a Commitment of less than $5,000,000; provided that the foregoing restrictions with respect to such Commitments in an having a minimum aggregate amount (A) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of at least $5,000,000any Lender, and (B) in any event may be waived by the Administrative Agent. The written consent of the Agent Administrative Agent, and, prior to the occurrence of unless a Default or Unmatured Defaulthas occurred and is continuing, the Borrower Company (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent or Approved Fund of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderLender.

Permitted Assignments. (i) Any Lender (each such assigning Lender under this Section 14.3 being a "SELLER") 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 Company or any of its Affiliates) ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, Swing Line Loans and its obligation to participate in additional Letters of Credit Swing Line Loans hereunder) in accordance with the provisions of this SECTION 13.3Section 14.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning LenderSeller's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT A Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such LenderSeller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves Loans loans and Commitments commitments in an aggregate amount of at least $5,000,0005,000,000 (which minimum amount (i) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of any Lender, and (ii) in any event may be waived by the Administrative Agent). The written consent of the Agent Administrative Agent, and, prior to the occurrence of a Default or Unmatured Default, the Borrower Company (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Notwithstanding the foregoing, any Lender may at any time, without the consent or Approved Fund of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunderLender.

Permitted Assignments. Any Lender 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 ("PURCHASERS") all or a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender's rights and obligations under this Agreement. Such assignment shall be effected through an Assignment Agreement substantially in the form of EXHIBIT Exhibit A hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. The consent of the Agent and, prior to the occurrence of a Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. thereof Notwithstanding the foregoing, any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender from its obligations hereunder.