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 evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT"). The consent of the Borrower, the LC Issuers and the Administrative Agent shall be required prior to an Assignment Agreement becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assigned.

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 any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate affiliate thereof, ; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, Lender 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 and integral multiples of $1,000,000 in excess thereof 5,000,000.00 or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (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), orsuch 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 purposes be a Lender party to this Agreement and 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 the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section, the transferor Lender, the Agent and the Borrower shall, if the Revolving Facility Termination Date has occurredtransferor Lender or the Purchaser desires that its Loans be evidenced by Notes, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoingmake appropriate arrangements so that new Notes or, no Commitment may be assigned without also assigning as appropriate, replacement Notes are issued to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligationstransferor Lender and new Notes or, which portion shall correspond pro rata as appropriate, replacement Notes, are issued to the portion of such Lender's Commitment being assignedPurchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Permitted Assignments. Any Lender may, in with the ordinary course prior written consent of its business the Administrative Agent (and during the initial syndication of the Facility, the Co-Syndication Agents) 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 equal to $5,000,000 of its Commitment or more, of its rights and obligations under the Loan Documents to a Qualified Lender (as defined below), except that (i) no consent of Borrower shall be required if an Event of Default has occurred and is continuing and (ii) no consent of the Administrative Agent, the Co-Syndication Agents or Borrower shall ever be required for (A) any assignment to any Lender’s Affiliate or (B) 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. Such assignments and assumptions shall be substantially in the form of Exhibit I hereto. “Qualified Lender” shall mean an institution with assets over $1,000,000,000.00 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 or an Affiliate of such an institution (provided that if such institution would qualify as a Qualified Lender except for the fact that it does not maintain an office in the United States, an Affiliate of such institution will be deemed a Qualified Lender if such Affiliate maintains an office in the United States). Borrower shall execute any and all documents which are customarily required by such Lender (including, without limitation, a replacement promissory note or notes in the forms provided hereunder) in connection with any such assignment, but Borrower shall not be obligated to pay any fees and expenses incurred by any Lender in connection with any assignment pursuant to this Section. Any Lender selling all or any part of its rights and obligations under obligation hereunder in a transaction requiring the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT"). The consent of the Borrower, the LC Issuers and the Administrative Agent shall be required prior pay to an Assignment Agreement becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples a fee of $1,000,000 3,500.00 per assignee to reimburse the Administrative Agent for its involvement in excess thereof or (ii) the remaining amount of such assignment unless the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning Lender is being replaced pursuant to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedSection 4.3.

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 evidenced by an agreement substantially in the form of Exhibit C B or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT"). The consent of the Borrower, the LC Issuers and the Administrative Agent shall be required prior to an Assignment Agreement becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assigned.

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 any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C B or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers PHI and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, ; provided that if a Default has occurred and is continuingexists with respect to any Borrower, the consent of the Borrower PHI shall not be required. Such Any such consent shall not be unreasonably withheld or delayed, provided that PHI shall be deemed to have consented to such assignment unless PHI shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof. PHI 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, 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, Lender or an Affiliate thereof shall (unless each of the Borrower PHI and the Administrative Agent otherwise consentsconsent) be in an amount not less than the lesser of (i) $5,000,000 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans (calculated as at the date of such assignment) or outstanding Loans, participations in Swingline Loans and participations in LC Obligations (to the extent such Commitment has been terminated). Each assignment shall be of a constant, orand not a varying, if the Revolving Facility Termination Date has occurred, the remaining amount percentage of all of the assigning Lender's Outstanding Credit Exposure. Notwithstanding ’s interests in the foregoingObligations of, no and Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligationsto, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedall Borrowers.

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 any part a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment and all Loans owing to it) in accordance with the Loan Documentsprovisions of this Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the rights and obligations of any assigning Lender under this Agreement. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in hereto and shall not be permitted hereunder unless such other form as may be agreed assignment is either for all of such Lender’s rights and obligations under the Loan Documents or, except for assignments to by the parties thereto (each such agreementanother Lender, an "ASSIGNMENT AGREEMENT")Affiliate thereof or an Approved Fund, involves loans and commitments in an aggregate amount of at least $5,000,000. The consent of Notice to the Borrower, the LC Issuers and the Global Administrative Agent shall be required prior to an Assignment Agreement 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, an Affiliate thereof, provided, however, that if a Default has occurred Lender and is continuing, the consent of the Borrower shall not be required. Such Harley (which consent shall will not be unreasonably withheld or delayed. Each ; provided that Harley shall be deemed to have consented to any such assignment with respect unless it shall object thereto by written notice to the 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 not 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 (unless each 2) the consent of Harley shall be required prior to any assignment resulting in the applicable Purchaser, collectively with its Affiliates and affiliated Approved Funds, holding Commitments in an aggregate amount greater than 15% of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of Aggregate Commitment at such time (i) $5,000,000 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurredCommitments shall have been terminated, the remaining such Purchaser, collectively with its Affiliates and affiliated Approved Funds, would hold Loans aggregating to more than 15% in principal amount of the assigning Lender's Outstanding Credit Exposureall outstanding Loans at such time). Notwithstanding the foregoing, no Commitment may It is understood and agreed that it shall be assigned without also assigning reasonable for Harley to the same assignee consider a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata proposed Purchaser’s right to the portion of such Lender's Commitment being assignedrequire 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 other than the Parent or any of its Affiliates ("PURCHASERS"“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, thereof or an Approved Fund; provided, however, that (i) if a Default or an Unmatured Default has occurred and is continuing, the consent of the Borrower shall not be requiredrequired and (ii) such consent shall be deemed to have been given if the Borrower has not responded within five Business Days of the Borrower’s receipt of a written notice requesting such consent. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 1,000,000 and integral multiples in increments of $1,000,000 in excess thereof (with contemporaneous assignments to two or more Approved Funds being combined for the purpose of determining whether the minimum assignment requirement is met) or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated ’s Outstanding Credit Exposure. The amount of the assignment shall be based on the Outstanding Credit Exposure subject to the assignment, determined as at of the date of such assignment), orassignment or as of the “Trade Date”, if the Revolving Facility Termination Date has occurred, “Trade Date” is specified in the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedassignment.

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 any part of its rights and obligations under the Loan Documents, provided (a) any such assignment must be of a Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such assignor. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C 12.3.1 or in such other form as may be agreed to by the parties thereto and (each b) if such agreementLender shall not have theretofore consented to Section 10.15(b) hereof (by means of executing and delivering a consent to the amendment and restatement of the Existing Facility or otherwise), an "ASSIGNMENT AGREEMENT"then any assignee must consent thereto at the time of such assignment in a manner reasonably acceptable to the Agent (it being understood and agreed that any such consent theretofore granted by a Lender shall be binding upon all immediate and subsequent assignees holding the interests so assigned). The consent of the Borrower, the LC Issuers Agent, the Swing Line Lender and the Administrative Agent each Issuer shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that effective; provided if a Default has occurred and is continuing, or if the assignment is to a Lender or an Affiliate thereof, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed; provided, however, that in the event that the prospective assignee is unable or unwilling to deliver to the Borrower Forms W-8BEN or W-8ECI (or successor forms, as applicable) demonstrating such assignee’s exemption from United States Taxes with respect to all interest payments to be made to such assignee hereunder, then such inability or unwillingness shall constitute a reasonable basis for refusing to consent to such transfer. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans (calculated as at the date of such assignment) or outstanding Credit Extensions (if the applicable Commitment has been terminated), or, if unless otherwise agreed by the Revolving Facility Termination Date has occurred, Borrower and the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedAgent.

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 any part of its Commitments and outstanding Loans and/or L/C Interests, together with its rights and obligations under the Loan Documents. Such Documents with respect thereto; provided, however, that (a) each such assignment shall be evidenced by an agreement substantially of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations so assigned as it relates to such Lender’s outstanding Term Loans or such Lender’s Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the amount of 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 (determined as of the date of such assignment) may be in the form amount of Exhibit such Lender’s entire Revolving Commitment, outstanding Revolving Loans and 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 such other form as may be agreed excess of that amount unless otherwise consented to by the parties thereto Borrower and the Agent; and (each c) notwithstanding the foregoing clause (b), if the assignment is made to a Lender, the amount of such agreementLender’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 "ASSIGNMENT AGREEMENT")integral multiple thereof. Non pro-rata assignments shall be permitted. The consent of the BorrowerAgent, the LC Issuers Issuer and the Administrative Agent Swing Line Lender shall be required prior to an Assignment Agreement becoming effective with respect any assignment of the Revolving Commitment, outstanding Revolving Loans and L/C Interests. The consent of the Borrower shall be required prior to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that if any assignment unless (x) a Default has occurred and is continuingcontinuing at the time of such assignment, or (y) such assignment is to a (A) Lender, (B) an Affiliate of a Lender or (C) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the consent 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 not be requireddeemed 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. Such consent Any consents required by this Section 12.3.1 shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assigned.

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 financial institutions and Approved Funds that are, at the time of such assignment, entitled to receive interest on the Obligations being assigned to such institution without such payments being subject to any withholding taxes and, in the case of assignments of the Revolving Loan Commitments, are able to make Eurocurrency Loans in the Agreed Currencies ("PURCHASERSPurchasers") all or any part a portion of its rights and obligations under the Loan Documents. Such , which assignment shall in the case of assignments to Purchasers other than Lenders, Affiliates of any Lender or Approved Funds of any Lender, be evidenced in amounts equal to or greater than $5,000,000 (or the Equivalent Amount thereof if denominated in an Alternate Currency or an Agreed Currency other than Dollars) (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed by the same investment adviser of such fund or by an agreement substantially in affiliate of such fund as a single Purchaser) (which minimum amount shall not apply to any assignment made prior to the form completion of Exhibit C the Syndication Period) or in such other form lesser amount as may be agreed to by the parties thereto (each Agent and the Borrower or, if less, all of such agreementassigning Lender's remaining Loans, an "ASSIGNMENT AGREEMENT")Revolving Loan Commitments and participations in Letters of Credit, Alternate Currency Loans and Swing Loans hereunder. Such assignment shall be substantially in the form of Exhibit B --------- hereto. The consent of the BorrowerAgent and, with respect to assignments of the LC Issuers and the Administrative Agent Revolving Loan Commitments, each Alternate Currency Bank, shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent thereof or an Approved Fund of the Borrower shall not be required. Such consent any Lender (which shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assigned.

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 other than the Borrower or any of its Affilitates ("PURCHASERS"“Purchasers”) all or any part of its rights and obligations under the Loan Documents, provided unless a Default or Unmatured Default has occurred and is continuing at the time of such assignment, no Lender or other assignee shall acquire rights under any such assignment that would cause the Commitment of such Lender or assignee to be greater than 20% of the Aggregate Commitment. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, thereof or an Approved Fund; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 integral multiples in increments of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans or Outstanding Credit Exposure (calculated if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or Outstanding Credit Exposure (if the applicable Commitment has been terminated) subject to the assignment, determined as at of the date of such assignment), orassignment or as of the “Trade Date”, if the Revolving Facility Termination Date has occurred, “Trade Date” is specified in the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedassignment.

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 a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this Section 13.3, provided that upon such assignment, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.2, 4.4, 4.5 and 10.6, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8. 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 and the other Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in D hereto and shall not be permitted hereunder unless such other form as may be agreed to by assignment is either for all of such Lender's rights and obligations under the parties thereto (each such agreementLoan Documents or, an "ASSIGNMENT AGREEMENT"). The without the prior written consent of the Administrative Agent and the Borrower, involves loans and commitments in an aggregate amount of at least $3,000,000 (which minimum amount shall not apply to any assignment between Lenders, or to an Affiliate of any Lender); provided however no such consent of the LC Issuers Borrower shall be required if a Default has occurred and is continuing. The prior written consent of the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate of such Lender, an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such which consent shall not be unreasonably withheld or delayed. Each such Provided no Default has occurred and is continuing, the prior written consent of the Borrower shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender (other than a "Dissenting Lender, " as defined below) 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment , which consent shall not be unreasonably withheld or delayed. For any assignment to another Lender where such Lender has previously withheld its consent to an amendment to or waiver under this Agreement where such amendment or waiver was approved by the Required Lenders (a "Dissenting Lender"), provided no Default has occurred and Term Loans (calculated as is continuing at the date time of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount prior written consent of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may Borrower shall be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedrequired.

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 other than the Borrower or any of its Affiliates ("PURCHASERS"“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, an Approved Fund or a Permitted Assignee; provided, however, that that, with respect to assignments after the Closing Date, (i) if a Default or an Unmatured Default has occurred and is continuing, the consent of the Borrower shall not be requiredrequired and (ii) such consent shall be deemed to have been given if the Borrower has not responded within five Business Days of the Borrower’s receipt of a written notice requesting such consent. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 1,000,000 and integral multiples in increments of $1,000,000 in excess thereof (with contemporaneous assignments to two or more Approved Funds being combined for the purpose of determining whether the minimum assignment requirement is met) or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans or Outstanding Credit Exposure (calculated if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or Outstanding Credit Exposure (if the applicable Commitment has been terminated) subject to the assignment, determined as at of the date of such assignment), orassignment or as of the “Trade Date”, if the Revolving Facility Termination Date has occurred, “Trade Date” is specified in the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedassignment.

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 any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, Borrower (but not the LC Issuers Guarantor) and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate affiliate thereof, ; provided, however, that if a 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, Lender 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 and integral multiples of $1,000,000 in excess thereof 5,000,000.00 or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans (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 $5,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), orsuch 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 purposes be a Lender party to this Agreement and 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 the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section, the transferor Lender, the Agent and the Borrower shall, if the Revolving Facility Termination Date has occurredtransferor Lender or the Purchaser desires that its Loans be evidenced by Notes, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoingmake appropriate arrangements so that new Notes or, no Commitment may be assigned without also assigning as appropriate, replacement Notes are issued to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligationstransferor Lender and new Notes or, which portion shall correspond pro rata as appropriate, replacement Notes, are issued to the portion of such Lender's Commitment being assignedPurchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Permitted Assignments. Any Lender or the Issuing 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 that are not Ineligible Institutions or competitors of the Borrower or any Subsidiary in any of their respective lines of business ("PURCHASERS"“Purchasers”) all or any part of its rights and obligations under the Loan Documents. 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 evidenced by made pursuant to an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")Assignment and Assumption. The consent of the Borrower, the LC Issuers and the Administrative Agent so long as no Default exists, shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, affiliate thereof (provided that if a Default has occurred and is continuing, the consent of the Borrower shall not be requireddeemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof). Such The consent of (i) the Agent, (ii) the Swing Line Lender and (iii) provided that JPMorgan is at such time the Principal Issuing Lender, JPMorgan in its capacity as such shall be required prior to any assignment. Any consent required under this Section 12.3.1 shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, Lender 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans (calculated as at the date of such assignment) or its outstanding Loans and L/C Interests (if the applicable Commitment has been terminated), or. The assignee, if it shall not be a Lender, shall deliver to the Revolving Facility Termination Date has occurredAgent 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 Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, the remaining amount including Federal and state securities laws. The Agent shall, acting for this purpose only as an agent of the assigning Lender's Outstanding Credit ExposureBorrower, maintain a copy of each assignment and acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment or/and the principal amount (and stated interest) of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Lender and the Administrative Agent shall treat each person whose name is recorded in the Register as the owner of the Loans for all purposes of this Agreement. Notwithstanding the foregoing, no Commitment may be assigned without also assigning anything to the same assignee a portion contrary, any assignment of such Lender's Pro Rata Share of any Loan shall be effective only upon appropriate entries with respect thereto being made in the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedRegister.

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 any part of its rights and obligations under the Loan Documents; provided, however, that in the case of an assignment to an entity which is not a Lender or an Affiliate of a Lender, such assignment shall be in a minimum amount of (a) $10,000,000 or (b) all of such Lender's Revolving Credit Commitment and Loans. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swing Loan Lender to assign a portion of such Swing Loan Lender's Swing Loans to the assignee or an appropriate affiliate of the assignee equal to the same portion of the Revolving Credit Commitments and Revolving Credit Loans sold to such Assignee. No Swing Loan Lender may assign any portion of its Swing Loans unless it or its affiliate which is a Revolving Lender assigns the same portion of such Revolving Lender's Revolving Credit Commitments and Revolving Credit Loans to the Person or an affiliate of the Person purchasing the assignment from such Swing Loan Lender Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C H or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the BorrowerAgent and, so long as no Default is continuing, the LC Issuers and the Administrative Agent Borrower shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedwithheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at At any time after the Execution Date, any Lender may assign to one or more banks or other entities ("PURCHASERS") Eligible Assignees all or any part a portion of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C this Agreement (including all or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT"). The consent a portion of the BorrowerNotes payable to it, its Facilities and its Loans), provided that the LC Issuers and terms of assignment satisfy the following requirements: Administrative Agent shall have accepted the assignment, which acceptance shall not be required prior to an Assignment Agreement becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, unreasonably withheld; provided, however, that if a Default has occurred the Facilities have been terminated and is continuingthe Loan Obligations accelerated by the Required Lenders, the then Administrative Agent's consent of the Borrower shall not be required. Such consent ; and provided further, however an assignment from a Lender to an Affiliate of such Lender shall not require the prior written acceptance of Administrative Agent, but such Lender shall give prior written notice of such assignment to Administrative Agent and such assignment shall otherwise be unreasonably withheld or delayedsubject to all of the terms and provisions of this Section and this Agreement. Each such assignment with respect to shall be of a Purchaser which is constant, and not a Lendervarying, an Affiliate thereof shall (unless each percentage of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount all of the assigning Lender's Commitment rights and Term Loans (calculated as at obligations under this Agreement. For each assignment involving the date issuance and transfer of such assignment), or, if the Revolving Facility Termination Date has occurredNotes, the remaining amount assigning Lender shall execute an Assignment and Acceptance in the form of Exhibit 0 together with any Note subject to such assignment and a processing fee of $4,000. The minimum Facility which shall be assigned (which shall include the applicable portion of the assigning Lender's Outstanding Revolving Loan Facility, and Floorplan Loan Facility and the Letter of Credit Exposure. Notwithstanding Facility, (and in the foregoingcase of Administrative Agent, no Commitment may be assigned without also assigning to the same assignee a portion of Swingline Facility and the Interim Floorplan Loan Facility)) is Five Million Dollars ($5,000,000) or such lesser amount which constitutes such Lender's Pro Rata Share entire Facility; provided, however, that no such minimum shall apply between a Lender and its Affiliates, or between one Lender and another Lender or to an assignment of all of a Lender's rights and obligations under this Agreement. The assignee shall have an office located in the United States and is otherwise an Eligible Assignee. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section, the assignor, Administrative Agent and Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the Laws of the LC ObligationsUnited States or a State thereof, which portion it shall correspond pro rata deliver to Borrower and Administrative Agent certification as to the portion exemption from deduction or withholding of such Lender's Commitment being assignedTaxes in accordance with Section 0.

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 any part of its Revolving Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under the Loan Documents. Such Documents with respect thereto; provided, however, that (a) each such assignment shall be evidenced by an agreement substantially of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations so assigned as it relates to such Lender’s Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the amount of the Revolving Commitment, and outstanding Revolving Loans and L/C Interests of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the form amount of Exhibit such Lender’s entire Revolving Commitment, outstanding Revolving Loans and L/C Interests, but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in such other form as may be agreed excess of that amount unless otherwise consented to by the parties thereto Borrower and the Agent; and (each such agreementc) 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 assigned shall not be less than $1,000,000 or an "ASSIGNMENT AGREEMENT")integral multiple thereof. Non pro-rata assignments shall be permitted. The consent of the BorrowerAgent, the LC Issuers Issuer and the Administrative Agent Swing Line Lender shall be required prior to an Assignment Agreement becoming effective with respect any assignment of the Revolving Commitment, outstanding Revolving Loans and L/C Interests. The consent of the Borrower shall be required prior to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that if any assignment unless (x) a Default has occurred and is continuingcontinuing at the time of such assignment or (y) such assignment is to a (A) Lender, (B) an Affiliate of a Lender or (C) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the consent 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 not be requireddeemed 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. Such consent Any consents required by this Section 12.3.1 shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assigned.

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 any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers and the Administrative Agent Issuer (which consent shall not be unreasonably withheld or delayed) shall be required prior to an Assignment Agreement assignment becoming effective with respect to any Purchaser. The consents of the Borrower, the Administrative Agent and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed by any such party) shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, ; provided that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent ; provided, further, that no assignment shall not be unreasonably withheld permitted if, as of the date thereof, any event or delayedcircumstance exists which would result in the Borrower being obligated to pay any greater amount hereunder to the Purchaser than the Borrower is obligated to pay to the assigning Lender. Each such assignment with US 719308 respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans (calculated as at the date of such assignment), or, ) or outstanding Loans and participations in Letters of Credit and Swing Line Loans (if the Revolving Facility Termination Date has occurred, Commitments have been terminated). No such assignment shall be made to (A) the remaining amount Borrower or any of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoingBorrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, no Commitment may be assigned without also assigning to the same assignee or any Person who, upon becoming a portion of such Lender's Pro Rata Share Lender hereunder, would constitute any of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedforegoing Persons described in this clause (B).

Permitted Assignments. Any Lender may, in the ordinary course (or any Lender together with one or more other Lenders) may (x) assign all or (subject to Section 12.03(d)) a portion of its business Commitments (and in accordance with applicable law, at any time assign related outstanding Obligations) (i) to one or more banks other Lenders or to such assigning Lender's parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (ii) in the case of any Lender that is a fund that invests in bank loans, any other entities fund that invests in bank loans and is managed by the same investment advisor or such Lender or by an Affiliate of such investment advisor of (y) assign all or, if less than all (but subject to Section 12.03(d)), a portion equal to at least $5,000,000 in the aggregate for the assigning Lender or Lenders of such Commitments (and related outstanding Obligations) to one or more Eligible Assignees (treating, solely for purposes of the foregoing $5,000,000 minimum limitation but not for any other purpose, including the fee payable to the Administrative Agent as hereinafter provided, (A) any fund that invests in bank loans and (B) any other fund that invests in bank loans and is managed by the same investment advisor as such fund or by an Affiliate of such investment advisor, as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of an assignment and assumption agreement ("PURCHASERSAssignment and Assumption Agreement") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C V (appropriately completed), provided that (i) at such time Schedule I shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may be) of such new Lender or in such other form as may the existing Lenders, (ii) upon surrender of the relevant Notes, new Notes will be agreed to issued by the parties thereto Company to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender (each but the Company shall not be obligated to pay the Administrative Agent's or any Lender's costs and expenses with respect to the issuance of such agreementNote or Notes unless the assignment is made pursuant to Section 2.27), an "ASSIGNMENT AGREEMENT"). The (iii) the consent of the Borrower, the LC Issuers and the Administrative Agent shall be required prior to in connection with any assignment (which consent shall not be unreasonably withheld), (iv) from and after May 21, 2000 and unless an Assignment Agreement becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that if a Event of Default has occurred and is continuing, the consent of the Borrower Company shall not be required. Such required in connection with any assignment of Commitments to an assignee pursuant to clause (y) above (which consent shall not be unreasonably withheld or delayed. Each withheld), and (v) the Administrative Agent shall receive at the time of each such assignment the payment of a non-refundable assignment fee of $3,500 payable by the assignor or assignee (as agreed to by them) and, provided further, that such transfer or assignment will not be effective until recorded by the Administrative Agent on the Register pursuant to Section 13.07. To the extent of any assignment pursuant to this Section 12.03, the assigning Lender shall be relieved of its obligations hereunder with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be its assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedCommitments.

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 any part of its rights and obligations under the Loan Documents, provided any such assignment must be of a Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such assignor. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C 12.3.1 or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, that ; provided if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed; provided, however, that in the event that the prospective assignee is unable or unwilling to deliver to the Borrower Forms W-8BEN or W-8ECI (or successor forms, as applicable) demonstrating such assignee's exemption from United States Taxes with respect to all interest payments to be made to such assignee hereunder, then such inability or unwillingness shall constitute a reasonable basis for refusing to consent to such transfer. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment) or outstanding Credit Extensions (if the applicable Commitment has been terminated), orand after giving effect thereto, the assigning Lender shall have Commitments or outstanding Credit Extensions (if the Revolving Facility Termination Date applicable Commitment has occurredbeen terminated) of at least $5,000,000 or $0, in each case, unless otherwise agreed by the remaining amount of Borrower and the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedAgent.

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 any part of its rights and obligations under the Loan Credit Documents; provided, however, that in the case of an assignment to an entity which is not a Lender or an Affiliate of a Lender, such assignment shall be in a minimum amount of the lesser of (i) $5,000,000.00 and (ii) all of such Lender's Commitments and Advances of the Class being assigned. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swingline Bank to assign a portion of such Swingline Bank's Swingline Advances to the assignee or an appropriate affiliate of the assignee equal to the same portion of the Revolving Commitments and Revolving Advances sold to such Assignee. No Swingline Bank may assign any portion of its Swingline Advances unless it or its affiliate which has a Revolving Commitment assigns the same portion of such Lender's Revolving Commitments and Revolving Advances to the Person or an affiliate of the Person purchasing the assignment from such Swingline Bank. Such assignment shall be evidenced by made pursuant to an agreement Assignment and Acceptance substantially in the form of Exhibit C A or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENTAssignment and Acceptance"). The consent of the BorrowerAdministrative Agent and, so long as no Default is continuing, the LC Issuers and the Administrative Agent Company shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedwithheld.

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 any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C G hereto (an “Assignment”) or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the BorrowerAgent, the LC Issuers Issuer and the Administrative Agent Company shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser effective, which is not a Lender, an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed; provided, that, the consent of the Company shall not be required for an assignment to (i) a Lender or an Affiliate of a Lender unless such assignment would result in any Lender holding greater than fifty percent (50%) of the Commitments, in which case consent of the Company shall be required, or (ii) during the continuance of any Default, any other assignee. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof (or its USD Equivalent), or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if . No Assignment shall be permitted by a Lender that has any Alternate Currency Commitment unless (i) the Revolving Facility Termination Date has occurred, assignee agrees to assume the remaining amount entire obligation of the assigning Lender's Outstanding Credit Exposure. Notwithstanding assignor to make Alternate Currency Loans and agrees to assume all outstanding Alternate Currency Loans and (ii) such assumptions by the foregoing, no Commitment may be assigned without also assigning assignee do not result in any Borrower being required to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata make additional payments to the portion of such Lender's Commitment being assignedany 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 other than the Borrower or any of its Affiliates ("PURCHASERS"“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, an Approved Fund or a Permitted Assignee; provided, however, that if a Default has occurred and is continuingwith respect to assignments after the Closing Date, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayedrequired except with respect to any assignment to a competitor of the Borrower identified to the Arrangers prior to the date hereof. Each such assignment with respect to a Purchaser which is not a Lender, 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 1,000,000 and integral multiples in increments of $1,000,000 in excess thereof (with contemporaneous assignments to two or more Approved Funds being combined for the purpose of determining whether the minimum assignment requirement is met) or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans or Outstanding Credit Exposure (calculated if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or Outstanding Credit Exposure (if the applicable Commitment has been terminated) subject to the assignment, determined as at of the date of such assignment), orassignment or as of the “Trade Date”, if the Revolving Facility Termination Date has occurred, “Trade Date” is specified in the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedassignment.

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 any part of its rights and obligations under the Loan Documents, provided unless a Default or Unmatured Default has occurred and is continuing at the time of such assignment, no Lender or other assignee shall acquire rights under any such assignment that would cause the Commitment of such Lender or assignee to be greater than 20% of the Aggregate Commitment. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C D or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, thereof or an Approved Fund; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 integral multiples in increments of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans or Outstanding Credit Exposure (calculated if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or Outstanding Credit Exposure (if the applicable Commitment has been terminated) subject to the assignment, determined as at of the date of such assignment), orassignment or as of the “Trade Date”, if the Revolving Facility Termination Date has occurred, “Trade Date” is specified in the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedassignment.

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 any part of its rights and obligations under the Loan Documents, provided any such assignment must be of a Pro Rata Share of both the Revolving Loan Commitment and the Facility LC Commitment of such assignor. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C 12.3.1 or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the BorrowerBorrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received written notice thereof), the LC Issuers Agent, the Swing Line Lender and the Administrative Agent each Issuer shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that effective; provided if a Default has occurred and is continuing, or if the assignment is to a Lender or an Affiliate thereof, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed; provided, however, that in the event that the prospective assignee is unable or unwilling to deliver to the Borrower Forms W-8BEN or W-8ECI (or successor forms, as applicable) demonstrating such assignee’s exemption from United States Taxes with respect to all interest payments to be made to such assignee hereunder, then such inability or unwillingness shall constitute a reasonable basis for refusing to consent to such transfer. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans (calculated as at the date of such assignment) or outstanding Credit Extensions (if the applicable Commitment has been terminated), or, if unless otherwise agreed by the Revolving Facility Termination Date has occurred, Borrower and the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedAgent.

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 any part portion (in an amount no less than $5,000,000) of its rights and obligations under the Loan DocumentsDocuments provided that no assignee shall be entitled to receive any greater amount pursuant to Section 3.5 arising from events prior to the date of the assignment than the amount to which such assignor would have been entitled to receive had no assignment occurred, and such assignee is able to deliver the Form W-8BEN or W-8ECI referenced in Section 3.5(d) hereof. Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is then continuing. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C D hereto or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect except in the case of an assignment to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be requiredAffiliated Qualified Institution. Such consent shall not be unreasonably withheld withheld. Any Lender may at any time pledge or delayed. Each such assignment with respect assign a security interest in all or any portion of its rights under this Agreement to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion secure obligations of such Lender's Pro Rata Share , including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that any foreclosure or similar action by such pledgee or assignee shall be subject to the provisions of this Section 12.3.1 concerning assignments; and provided, further that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. No assignments shall be made to the Borrower or any of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedBorrower’s Subsidiaries or Affiliates.

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 Commitment and outstanding Loans, together with its rights and obligations under the Loan DocumentsDocuments with respect thereto; PROVIDED, HOWEVER, that (a) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations so assigned; (b) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the amount of such Lender's entire Commitment but otherwise shall not be less than $10,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (c) notwithstanding the foregoing clause (b), (i) if the assignment is made to a Lender, the amount of the Commitment assigned shall not be less than $1,000,000 or an integral multiple thereof and (ii) if the assignment is made pursuant to SECTION 3.5, the Commitment assigned may be in the amount of the relevant Lender's entire remaining Commitment. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C EXHIBIT D hereto or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender; PROVIDED, an Affiliate thereof, provided, howeverHOWEVER, that if 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, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedwithheld.

Permitted Assignments. Any Lender mayNotwithstanding the foregoing provisions of this Section 23, in Landlord agrees that so long as (a) no Default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the ordinary course giving of its business notice, the passage of time, or both would constitute a Default by Tenant, and in accordance with applicable law(c) the net worth, at creditworthiness and liquidity factor of any time assign entity into which Tenant shall merge are all greater than or equal to one or more banks or other entities ("PURCHASERS") all or any part the net worth, creditworthiness and liquidity factor of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form Tenant as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT"). The consent of the Borrowerdate of execution of this Lease, the LC Issuers and the Administrative Agent shall be required prior to an Assignment Agreement becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent provisions of the Borrower this Section 23 shall not be required. Such applicable with regard to an assignment of this Lease or a subletting of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein, to the extent it remains in existence, shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (2) no other or further assignment or subletting shall be permitted without Landlord’s prior written consent and (3) in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form (with such revisions thereto as are approved by Landlord in its reasonable discretion, which approval shall not be unreasonably withheld conditioned or delayed. Each such assignment ) with respect to the assumption by the assignee of all of Tenant’s then existing and future obligations under this Lease. An Affiliate, as used herein, shall be a Purchaser which person or entity that directly, or indirectly through one or more intermediaries, controls or is not a Lendercontrolled by, an Affiliate thereof or is under common control with, Tenant. “Control” as used herein shall (unless each mean the possession, direct or indirect, of the Borrower and power to direct or cause the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount direction of the assigning Lender's Commitment management and Term Loans (calculated as at the date policies of such assignment)a person or entity, orwhether through ownership of voting securities, if the Revolving Facility Termination Date has occurredby contract, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedor otherwise.

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 any part of its rights and obligations under the Loan Documents; provided that any such Purchaser shall not be a natural person, a Defaulting Lender, a competitor of the Borrower, or the Borrower or a Subsidiary of the Borrower. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each thereto. The Borrower shall, upon request of any Lender, advise such agreement, an "ASSIGNMENT AGREEMENT")Lender as to whether the Borrower considers a proposed Purchaser to be a competitor. Any such determination shall be made by the Borrower promptly and in good faith. The consent of the Borrower, Borrower (but not the LC Issuers Guarantor) and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate affiliate thereof, ; provided, however, that if a 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, Lender 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 and integral multiples of $1,000,000 in excess thereof 5,000,000.00 or (ii) the remaining amount of the assigning Lender's ’s Commitment and Term Loans (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 $5,000 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), orsuch 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 purposes be a Lender party to this Agreement and 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 the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section, the transferor Lender, the Agent and the Borrower shall, if the Revolving Facility Termination Date has occurredtransferor Lender or the Purchaser desires that its Loans be evidenced by Notes, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoingmake appropriate arrangements so that new Notes or, no Commitment may be assigned without also assigning as appropriate, replacement Notes are issued to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligationstransferor Lender and new Notes or, which portion shall correspond pro rata as appropriate, replacement Notes, are issued to the portion of such Lender's Commitment being assignedPurchaser, 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 law, at any time assign to one or more banks or other entities ("PURCHASERSPurchasers") all or any part of its rights and obligations under the Loan Credit Documents; provided, however, that in the case of an assignment to an entity which is not a Lender or an Affiliate of a Lender, such assignment shall be in a minimum amount of the lesser of (i) $5,000,000.00 and (ii) all of such Lender's Commitments and Advances of the Class being assigned. Subject to the minimum amount set forth in the preceding sentence, any Lender making such an assignment may assign any percentage of a Class of Advances and its Commitments related thereto without respect to the percentage assigned, if any, of any other Class of Advances and related Commitments. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swingline Bank to assign a portion of such Swingline Bank's Swingline Advances to the assignee or an appropriate affiliate of the assignee equal to the same portion of the Revolving A Commitments and Revolving A Advances sold to such Assignee. No Swingline Bank may assign any portion of its Swingline Advances unless it or its affiliate which has a Revolving A Commitment assigns the same portion of such Lender's Revolving A Commitments and Revolving A Advances to the Person or an affiliate of the Person purchasing the assignment from such Swingline Bank. Such assignment shall be evidenced by made pursuant to an agreement Assignment and Acceptance substantially in the form of Exhibit C A or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENTAssignment and Acceptance"). The consent of the BorrowerAdministrative Agent and, so long as no Default is continuing, the LC Issuers and the Administrative Agent Company shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedwithheld.

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 other than the Borrower or any of its Affiliates ("PURCHASERS"“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Borrower and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate thereof, thereof or an Approved Fund; provided, however, that (i) if a Default or an Unmatured Default has occurred and is continuing, the consent of the Borrower shall not be requiredrequired and (ii) such consent shall be deemed to have been given if the Borrower has not responded within five Business Days of the Borrower’s receipt of a written notice requesting such consent. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, 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 1,000,000 and integral multiples in increments of $1,000,000 in excess thereof (with contemporaneous assignments to two or more Approved Funds being combined for the purpose of determining whether the minimum assignment requirement is met) or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated ’s Outstanding Credit Exposure. The amount of the assignment shall be based on the Outstanding Credit Exposure subject to the assignment, determined as at of the date of such assignment), orassignment or as of the “Trade Date”, if the Revolving Facility Termination Date has occurred, “Trade Date” is specified in the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assignedassignment.

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 any part portion of its rights and obligations under the Loan Documents, provided that (a) no assignee shall be entitled to receive any greater amount pursuant to Section 3.5 arising from events prior to the date of the assignment than the amount to which such assignor would have been entitled to receive had no assignment occurred, and such assignee is able to deliver the Form W-8BEN or W-8ECI referenced in Section 3.5(iv) hereof, (b) no assignments may be made to the Borrower or its Affiliates and (c) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if a Default has occurred and is continuing. Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is then continuing. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C D hereto or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers and the Administrative Agent shall be required prior to an Assignment Agreement assignment becoming effective with respect except in the case of an assignment to a Purchaser which is not a Lenderan Affiliated Qualified Institution, an Affiliate thereof, provided, however, that if a Default has occurred and is continuing, the consent of the Borrower Issuing Lender and the Swingline Lender shall not be requiredrequired prior to any assignment becoming effective. Such consent consents shall not be unreasonably withheld or delayed. Each such assignment with respect Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to a Purchaser which is not a Lender, 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 and integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, if the Revolving Facility Termination Date has occurred, the remaining amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion secure obligations of such Lender's Pro Rata Share , 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 the LC Obligations, which portion a security interest; provided that any foreclosure or similar action by such pledgee or assignee shall correspond pro rata be subject to the portion provisions of this Section 12.3.1 concerning assignments; and provided, further that no such Lender's Commitment being assignedpledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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 financial institutions, mutual funds, insurance companies or other entities engaged in the business of extending credit for borrowed money ("PURCHASERSPurchasers") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an "ASSIGNMENT AGREEMENT")thereto. The consent of the Borrower, the LC Issuers Company and the Administrative Agent and the LC Issuer shall be required prior to an Assignment Agreement assignment becoming effective with respect to a Purchaser which is not a Lender, Lender or an Affiliate thereof, thereof or an Approved Fund; provided, however, that if 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. The assignor shall give prompt written notice to the Company of any assignment becoming effective without the consent of the Company. The Administrative Agent shall give written notice to each Lender of any assignment becoming effective to an assignor other than a Lender or an Affiliate thereof. Each such assignment with respect to a Purchaser which is not a Lender, 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 integral in multiples of $1,000,000 in excess thereof or (ii) the remaining amount of the assigning Lender's Commitment and Term Loans (calculated as at the date of such assignment), or, ) or outstanding Loans (if the Revolving Facility Termination Date applicable Commitment has occurredbeen terminated). If any Lender assigns a part of its rights and obligations in respect of its Dollar Loans and/or its Dollar Commitment under this Agreement to a Purchaser other than a Lender or an Affiliate thereof, such Lender shall assign proportionate interests in its respective Multicurrency Loans and Multicurrency Commitment and other related rights and obligations hereunder to such Purchaser, and if any Lender assigns a part of its rights and obligations under this Agreement in respect of its Multicurrency Loans and/or Multicurrency Commitments to a Purchaser other than a Lender or an Affiliate thereof, such Lender shall assign proportionate interests in its Dollar Loans and Dollar Commitments to such Purchaser. Any assignment of an Alternate Currency Loan shall be for the remaining entire amount of the assigning Lender's Outstanding Credit Exposure. Notwithstanding the foregoing, no Commitment may be assigned without also assigning to the same assignee a portion such Alternate Currency Loan of such Lender's Pro Rata Share of the LC Obligations, which portion shall correspond pro rata to the portion of such Lender's Commitment being assigned.