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 any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and Borrower, the Administrative Agent and each LC Issuer 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, provided that if an Event of 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 (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 10,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans Outstanding Credit Exposure (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, may at any time assign to one or more banks or other entities (“Purchasers”) all or any part of its rights and obligations under the Loan DocumentsDocuments (a “Lender Assignment”). Such assignment Lender Assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1E or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, provided that if an Event of a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent consents shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, provided that if an Event of 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 (unless each of the Borrower and the Administrative Agent otherwise consentsconsents or such assignment is to a Lender or an Affiliate of a Lender) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable such Lender's Commitment has been terminated).

Permitted Assignments. Any Lender Bank 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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.18.13.1 or in such other form as may be agreed to by the parties thereto. 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 Lender Bank or an Affiliate affiliate thereof; provided, however, that if an Event of 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 Bank or an Affiliate 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 10,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or Bank's outstanding Loans (if the applicable Commitment has been terminated)Loans.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, may at any time assign to one or more banks or other entities (“Purchasers”) ), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Borrower, each Issuer and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, provided that if an Event of 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 (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 at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, may at any time assign to one or more banks or other entities (“Purchasers”) ), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Borrower, each Issuer and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, provided that if an Event of 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 (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 LenderLxxxxx’s Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, provided that if an Event of 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 (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 10,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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 any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties hereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 Revolving Commitment (calculated as at the date of such assignment) or outstanding Loans Outstanding Credit Exposure (if the applicable Commitment has been terminatedas applicable).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (ia) $5,000,000 or (iib) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, may at any time assign to one or more banks or other entities (“Purchasers”) all or any part of its rights and obligations under the Loan DocumentsDocuments (a “Lender Assignment”). Such assignment Lender Assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1E or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, provided that if an Event of a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent consents shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Revolving Loans (if the applicable Commitment has been terminated).

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”) all or any part of its rights and obligations under the Loan Credit Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1E or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Borrowers and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if an Event of Default has occurred and is continuing, the consent of the Borrower Borrowers 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 Borrowers and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1J hereto or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; , provided, however, that if an Event of a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent consents of the Agent and the Borrower shall not be unreasonably withheld or delayed. Each such assignment with respect shall (unless it is to a Purchaser which is not a Lender or an Affiliate thereof shall (unless or each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 10,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 10,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). After giving effect to any partial assignment, the Commitment of each of the assignor and assignee shall be at least $10,000,000 (unless each of the Borrower and the Agent otherwise consents).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties hereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Revolving Commitment (calculated as at the date of such assignment) or outstanding Loans Outstanding Revolving Credit Exposure (if the applicable Commitment has been terminatedas applicable).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1B or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1A or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, provided that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1G hereto or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Borrowers and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if an Event of Default has occurred and is continuing, the consent of the Borrower Borrowers shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect shall (unless it is to a Purchaser which is not a Lender or an Affiliate thereof shall (unless or each of the Borrower Borrowers and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 [***] (unless approved by Administrative Agent) 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).

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”) Eligible Assignees all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser an Eligible Assignee which is not a Lender or an Affiliate thereof; provided, however, provided that if an Event of 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 an Eligible Assignee which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consentsconsent) be in an amount not less than the lesser of (ia) $5,000,000 or (iib) 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).

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”) Eligible Assignees all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Parent and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser an Eligible Assignee which is not a Lender or an Affiliate thereof; provided, however, that if an Event of a Default has occurred and is continuing, the consent of the Borrower Parent shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser an Eligible Assignee which is not a Lender or an Affiliate thereof shall (unless each of the Borrower Parent and the Administrative Agent otherwise consentsconsent) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Borrowers and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if an Event of a Default has occurred and is continuing, the consent of the Borrower Borrowers 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 Borrowers and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (ia) $5,000,000 10,000,000 or (iib) 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).

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”) Eligible Assignees all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Parent and the Administrative Agent and the LC Issuers shall be required prior to an assignment becoming effective with respect to a Purchaser an Eligible Assignee which is not a Lender or an Affiliate thereof; provided, however, provided that if an Event of a Default has occurred and is continuing, the consent of the Borrower Parent shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser an Eligible Assignee which is not a Lender or an Affiliate thereof shall (unless each of the Borrower Parent and the Administrative Agent otherwise consentsconsent) be in an amount not less than the lesser of (ia) $5,000,000 or (iib) 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).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser; provided that no such consent shall be required for a Purchaser which is not a Lender or an Affiliate thereofof a Lender unless such Purchaser does not have a long-term debt rating of A or better from S&P, A2 or better from Moodx'x xx the equivalent from Thomxxxx Xxxk Watch, in which case the consent of the Borrower shall be required; provided, however, that that, in the case of any Purchaser, if an Event of a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent (if required) shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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 Eligible Institutions (“"Purchasers”") all or any part of its rights and obligations under the Loan Documents. Such assignment ("Assignment Agreement") shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1J or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Credit Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1E or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1"J' hereto or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; , provided, however, that if an Event of 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 shall (unless it is to a Purchaser which is not a Lender or an Affiliate thereof shall (unless or each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 10,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). 1.

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”") all or any part of its rights and obligations under the Loan Credit Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1F or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Credit Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1K or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1F or in such other form as may be agreed to by the parties thereto. The consent of the every Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if an Event of Unmatured Default or a Default has occurred and is continuing, the consent of the Borrower Borrowers 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 Borrowers and the Administrative Agent otherwise consentsconsent) be in an amount not less than the lesser of (i) the Dollar Amount of $5,000,000 or and (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). 12.3.2.

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Borrower, the Agent and the Administrative Agent LC Issuer 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 an Event of 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 (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 10,000,000 and in multiples of $1,000,000 thereof or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1B hereto or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 10,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1B or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 5,000,000.00 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 shall (unless it is to a Purchaser which is not a Lender or an Affiliate thereof shall (unless or 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 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1K or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Company and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if an Event of a Default has occurred and is continuing, the consent of the Borrower Company 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 Company 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 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1"J' hereto or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Borrowers and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; , provided, however, that if an Event of a Default has occurred and is continuing, the consent of the Borrower Borrowers shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect shall (unless it is to a Purchaser which is not a Lender or an Affiliate thereof shall (unless or each of the Borrower Borrowers and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 10,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).. 12.3.2

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, provided that if an Event of 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 (unless each of the Borrower and the Administrative Agent otherwise consentsconsents or such assignment is to a Lender or an Affiliate of a Lender) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable such Lender's Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1E or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 shall (unless it is to a Purchaser which is not a Lender or an Affiliate thereof shall (unless or 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 's Loans (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, may at any time assign to one or more banks or other entities (“Purchasers”) all or any part of its rights and obligations under the Loan DocumentsDocuments (“Lender Assignment”). Such assignment Lender Assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, provided that if an Event of a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent consents shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1F or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Company and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if an Event of a Default has occurred and is continuing, the consent of the Borrower Company 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 Company and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 and in integral multiples of $1,000,000 thereafter, or (ii) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”) Eligible Assignees all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Parent and the Administrative Agent and the LC Issuers shall be required prior to an assignment becoming effective with respect to a Purchaser an Eligible Assignee which is not a Lender or an Affiliate thereof; provided, however, provided that if an Event of a Default has occurred and is continuing, the consent of the Borrower Parent shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser an Eligible Assignee which is not a Lender or an Affiliate thereof shall (unless each of the Borrower Parent and the Administrative Agent otherwise consentsconsent) be in an amount not less than the lesser of (ia) $5,000,000 or (iib) 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).

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 any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1EXHIBIT B or in such other form as may be agreed to by the parties thereto. The consent of Group, the Borrower Swing Line Lender and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, howeverPROVIDED, that if an Event of a Default has occurred and is continuing, the consent of the Borrower Group 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 (x) each of the Borrower Group and the Administrative Agent otherwise consentsconsents or (y) the proposed Purchaser is already a Lender) be in an amount not less than the lesser of (ia) $5,000,000 or (iib) the remaining amount of the assigning Lender’s 's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender Bank 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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1. 8.13.1 or in such other form as may be agreed to by the parties thereto.· 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 Lender Bank or an Affiliate affiliate thereof; provided, however, that if an Event of 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 Bank or an Affiliate 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 10,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or Bank's outstanding Loans (if the applicable Commitment has been terminated)Loans.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, may at any time assign to one or more banks or other entities (“Purchasers”) ), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1C or in such other form as may be agreed to by the parties thereto (each an “Assignment 69 and Assumption”). 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 Lender or an Affiliate thereof; provided, however, provided that if an Event of 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 (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 LenderLxxxxx’s Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

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”) all or any part of its rights and obligations under the Loan Credit Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1E or in such other form as may be agreed to by the parties thereto. The consent of the Borrower Borrowers and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if an Event of Default has occurred and is continuing, the consent of the Borrower Borrowers 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 Borrowers 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 Committed Sum (calculated as at the date of such assignment) or outstanding Loans loans (if the applicable Total Commitment Amount has been terminated).

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”") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1B hereto or in such other form as may be agreed to by the parties thereto. 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 Lender or an Affiliate thereof; provided, however, that if an Event of 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 (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 's outstanding Loan (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).