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 any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed.

Permitted Assignments. (a) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties theretoto such assignment. The consent of Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof; provided that manages if a LenderDefault exists, the consent of Borrower shall not be required. Such Any such consent shall not be unreasonably withheld or delayed, provided that Borrower shall be deemed to have consented to such assignment unless Borrower shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof. Borrower shall receive prior written notice by the assigning Lender prior to an assignment becoming effective with respect to a Purchaser which is a Lender or an Affiliate thereof. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consent) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the amount of outstanding Loans. Each assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s interests in the Obligations of, and Commitment to, the Borrower. (b) No such assignment shall be made to (i) any natural Person or (ii) the Borrower or the Borrower’s Affiliates or Subsidiaries.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, entities which approval of the Borrower is not (i) shall not be unreasonably withheld a competitor of any of the Companies or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default Person that is, or Unmatured Default has occurred and is then continuing owned or controlled by, a participant in the transportation industry (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any 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 Documents provided that any provisions of this Section 13.3. Each assignment shall be of only a portion constant, and not a varying, ratable percentage of such all of the rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no of any assigning Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionunder this Agreement. Such assignment shall be substantially in the form of Exhibit B C hereto and shall not be permitted hereunder unless such assignment is either for all of such Lender’s rights and obligations under the Loan Documents or, except for assignments to another Lender, an Affiliate thereof or an Approved Fund, involves loans and commitments in such other form as may an aggregate amount of at least $5,000,000. Notice to the Global Administrative Agent shall be agreed required prior to by any assignment becoming effective and the parties thereto. 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 and, so long as no Default shall have occurred and be continuing, notice to and consent of Harley (which consent will not be unreasonably withheld or delayed) shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or Lender, an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayedApproved Fund.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment and all Loans owing to it) in accordance with the Loan Documents provided that any provisions of this Section 14.3. Each assignment shall be of only a portion constant, and not a varying, ratable percentage of such all of the assigning Lender's rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionunder this Agreement. Such assignment shall be substantially in the form of Exhibit B "C" hereto or and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves loans and commitments in such other form as an aggregate amount of at least $5,000,000 (which minimum amount may be agreed to waived by the parties theretoRequired Lenders after the occurrence of an Event of Default or Unmatured Event of Default). The consent of the Administrative Agent and, prior to the occurrence of an Event of Default or Unmatured Event of Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayedthereof.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such LenderXxxxxx’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of PHI and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof; provided that manages if a LenderDefault exists with respect to any Borrower, the consent of PHI shall not be required. Such Any such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of PHI and the Agent otherwise consent) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans and participations in LC Obligations (to the extent such Commitment has been terminated). Each assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's interests in the Obligations of, and Commitment to, all Borrowers.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of PHI and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof; provided that manages if a LenderDefault exists with respect to any Borrower, the consent of PHI shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of PHI and the Agent otherwise consent) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans and participations in LC Obligations (to the extent such Commitment has been terminated). Each assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's interests in the Obligations of, and Commitment to, all Borrowers.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower Eligible Assignees (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto E or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent Borrower shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity of a Lender (provided that manages the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof); provided, however, that if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such The consent of the Agent shall be required prior to any assignment becoming effective. Any required consent shall not be unreasonably withheld or delayed. Each such assignment shall (unless it is to a Lender or an Affiliate of a Lender or each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment), or if the Commitment Termination Date has occurred, the remaining amount of the assigning Lender’s Outstanding Credit Exposure; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required.

Permitted Assignments. Any 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 any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks, finance companies, insurance companies or other entitiesfinancial institutions or funds that are engaged in making, with purchasing or otherwise investing in commercial loans in the prior approval ordinary course of the Borrowerits business or, which approval of the Borrower any other entity (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B G hereto (an “Assignment”) or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent Agent, the LC Issuer and the Company shall be required prior to an assignment becoming effective with respect to a Purchaser effective, which is not a Lender or an Affiliate thereof or an entity that manages a Lender. 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 shall be in an amount not less than the lesser of (i) $5,000,000 (or its U.S. Dollar Equivalent), or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment). No Assignment shall be permitted by a Lender that has any Alternate Currency Commitment unless (i) the assignee agrees to assume the entire obligation of the assignor to make Alternate Currency Loans and agrees to assume all outstanding Alternate Currency Loans and (ii) such assumptions by the assignee do not result in any Borrower being required to make additional payments to any Lender under this Agreement.

Permitted Assignments. Any Lender may, subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrowera Qualified Bank (or, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if while a Default under Section 8.2, 8.5 or Unmatured Default 8.6 has occurred and is then continuing continuing, to any Person (such permitted assignees hereinafter referred to as other than a natural person, the Company, Borrower or any Affiliate thereof)) (“PurchasersPurchaser”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto H or in such other form as may be agreed to by the parties theretothereto (an “Assignment and Assumption”). The Except as otherwise hereinafter provided, the consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a (except in the case of the consent of the Borrower only, an assignment to an Affiliate of such Lender, another Lender or an Affiliate thereof of such other Lender thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such assignment shall (unless it is an entity that manages assignment of a Lender’s entire interest in the Term Loan Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Term Loans of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) twenty-five percent (25%) of the Term Loans held by such Lender on the Closing Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing clause (b) of this sentence shall not apply. Such consent Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 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 eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender of such Lender’s Affiliates or to any Affiliate of such Lender one or of any other Lender more banks, financial institutions or pension funds without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (5,000,000. In addition, KeyBank National Association agrees that it being understood will not assign any portion of its Commitment or Commitments of its affiliates, if such assignment will result in the amount of the Commitment to be held by KeyBank National Association and agreed that no Lender may hold an unparticipated interest of its affiliates to be less than the lesser of (i) ten percent (10%) of the then-current Aggregate Commitment or (ii) $5,000,000 unless 20,000,000, provided that such Lender’s interest restriction shall only apply so long as no Default has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionoccurred and is continuing. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender may, in the ordinary --------------------- course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its ---------- rights and obligations under the Loan Documents provided Documents; provided, however, that any in the case of an assignment to an entity which is not a Lender or an Affiliate of only a portion of Lender, such rights and obligations assignment shall be in an a minimum amount not less than (when added to the amount of the assignment of such Lender's obligations under the White Mountains Credit Agreement) of $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest or, if less, the entire amount of less than $5,000,000 unless such Lender’s interest has been reduced to zero's Commitment). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B C --------- hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent and, so long as no Default under Section 7.2, 7.6 or 7.7 is ---------------- --- continuing, the Borrower, shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lenderthereof. Such consent shall not be unreasonably withheld or delayedwithheld. Notwithstanding anything to the contrary contained herein, any assignment by a Lender of its rights and obligations under the Loan Documents shall be accompanied by an assignment to the same assignee of the same ratable share of the rights and obligations of such Lender under the White Mountains Credit Agreement in respect of its obligations thereunder.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its Revolving Credit Commitment and outstanding Revolving Loans and interests in the Letters of Credit, together with its rights and obligations under the Loan Documents provided with respect thereof; provided, however, that any (i) each such assignment shall be of only a portion constant, and not a varying percentage of such all of the assigning Lender's rights and obligations shall so assigned; (ii) the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in an the amount of such Lender's entire Revolving Credit Commitment but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (it being understood and agreed that no Lender may hold an unparticipated interest iii) notwithstanding the foregoing clause (ii), (A) if the assignment is made to a Lender, the amount of the Revolving Credit Commitment assigned shall not be less than $5,000,000 unless such Lender’s interest has been reduced or an integral multiple thereof and (B) if the assignment is made pursuant to zero). Notwithstanding Section 3.14, the foregoing, no such assignment Revolving Credit Commitment assigned may be made to an Ineligible Institutionin the amount of the relevant Lender's entire remaining Revolving Credit Commitment. Such assignment shall be substantially in the form of Exhibit B E hereto or in such other form as may be agreed to by the parties thereto. The consent of the Company and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender Lender; provided, however, that if an Event of Default has occurred and is continuing, or if the assignment is made to an Affiliate thereof or an entity that manages a affiliate of the assigning Lender, the consent of the Company shall not be required. Such consent consents shall not be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time time, assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided Documents; PROVIDED that any partial assignment of only a portion any Lender's rights and obligation hereunder shall be either for all of such Lender's rights and obligations under the Loan Documents or shall be in an a minimum principal amount not less than of $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced 's Loans and/or Commitments and such Lender shall comply with Sections 12.4 and 12.5 with respect to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionconfidential information. Such assignment (other than an assignment to the Federal Reserve Bank) shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties theretoM hereto. The consent of the Administrative Agent and, unless a Default has occurred and is continuing, the consent of the Company (such consent of the Administrative Agent and the Company not to be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or Lender, an Affiliate thereof or an entity that manages a LenderFederal Reserve Bank. In addition, in the case of any assignment of any interest in any Revolving Loan Commitment or any Letter of Credit, the consent of each Issuing Bank (not to be unreasonably withheld) shall be required prior to such assignment becoming effective. Such consent consents shall be substantially in the form attached as Schedule I to Exhibit M (a "Notice of Assignment") hereto and shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender may, subject to the consent of each Arranger and any other consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrowera Qualified Bank (or, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if while a Default under Section 8.2, 8.5 or Unmatured Default 8.6 has occurred and is then continuing continuing, to any Person (such permitted assignees hereinafter referred to as other than a natural person, the Company, Borrower or any Affiliate thereof)) (“PurchasersPurchaser”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto H or in such other form as may be agreed to by the parties theretothereto (an “Assignment and Assumption”). The Except as otherwise hereinafter provided, the consent of the Borrower, the Administrative Agent and each of the Arrangers shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a (except in the case of the consent of the Borrower only, an assignment to another Lender or an Affiliate thereof thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such assignment shall (unless it is an entity that manages assignment of a Lender’s entire interest the Revolving Credit Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Revolving Credit Commitment of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of such Lender’s Revolving Credit Commitment as of the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing clause (b) of this sentence shall not apply. Such consent Any consents of the Borrower, the Administrative Agent or the Arrangers under this Section 13.3.1 shall not be unreasonably withheld or delayed, provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time time, assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents subject, in the case of assignments to a Purchaser which is not a Lender prior to such assignment, to a minimum of $15,000,000 or such lesser amount as may be consented to by the Borrower, the Administrative Agent and the Issuers of any outstanding Letters of Credit, provided that no Lender may assign any assignment part of only a portion its rights and obligations under the Loan Documents without also assigning to such Purchaser the applicable pro rata share of such rights and obligations shall be in an amount not less than $5,000,000 (under the 364-Day Revolving Credit Agreement such that such Purchaser owns the same pro rata share of rights and obligations under the 364-Day Revolving Credit Agreement as it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutiondoes hereunder. Such assignment shall be substantially in the form of Exhibit B "D" hereto or in such other form as may be agreed to by the parties thereto. The consent of the Borrower, the Administrative Agent and the Issuers of any outstanding Letters of Credit shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof; provided, however, that manages if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such consent of the Borrower and the Administrative Agent shall not be unreasonably withheld; such consent of each Issuer may be given or withheld or delayedin its sole discretion.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entitiesPersons that are not, with and that are not Affiliates of a Person, in the prior approval of the Borrower, which approval of the Borrower home building business (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment (which may include, in the case of only a portion Purchaser of such rights an interest from the Swing Line Bank, the Swing Line Commitment and obligations shall be Swing Line Loans) in an the amount of not less than $5,000,000 5,000,000, provided that, immediately following such assignment, the assigning Lender either (it being understood and agreed that no Lender may hold an unparticipated interest i) shall retain a Commitment of not less than $5,000,000 unless such Lender’s 10,000,000 or (ii) shall have assigned all of its Commitment and have no remaining interest has been reduced in the Obligations and provided, further, that First Chicago may not assign the Swing Line Commitment or Swing Line Loan except to zero). Notwithstanding a Purchaser that is, or at the foregoing, no time of such assignment may be made to an Ineligible Institutionbecomes, the Agent in accordance with the provisions of this Agreement. Such assignment shall be substantially in the form of Exhibit B "L" hereto or in such other form as may be agreed to by the parties thereto. The In the case of an assignment of a Commitment or any portion thereof (excluding, however, the Swing Line Commitment or any portion thereof) other than to a Lender or an Affiliate thereof and in the case of any assignment of the Swing Line Commitment or any portion thereof, the consent of the Administrative Borrower and the Agent shall be required prior to an such assignment becoming effective with respect to effective; provided, however, that if a Purchaser which Default has occurred and is continuing, the consent of the Borrower shall not a Lender or an Affiliate thereof or an entity that manages a Lenderbe required. Such consent consents shall not be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender of such Lender’s Affiliates or to any Affiliate of such Lender one or of any other Lender more banks, financial institutions or pension funds without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (5,000,000. In addition, KeyBank National Association agrees that it being understood will not assign any portion of its Commitment or Commitments of its affiliates, if such assignment will result in the amount of the Commitment to be held by KeyBank National Association and agreed that no Lender may hold an unparticipated interest of its affiliates to be less than the lesser of (i) ten percent (10%) of the then-current Aggregate Commitment or (ii) $5,000,000 unless 20,000,000, provided that such Lender’s interest restriction shall only apply so long as no Default has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionoccurred and is continuing. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed.. 15031925\V-9

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, Lender's affiliates or to one or more other entitiesbanks, financial institutions or pension funds, or with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five delayed, any other entity (5"Purchasers") Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any Documents. Each such assignment shall (unless each of only a portion of such rights Borrower and obligations shall Administrative Agent otherwise consents) be in an the amount not less than the lesser of (i) $5,000,000 5,000,000, or (it being understood and agreed that no ii) the remaining principal amount of the Loans due to the assigning Lender may hold an unparticipated interest (calculated on the date of less than $5,000,000 unless such Lender’s interest has been reduced to zeroassignment). Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment may be made to an Ineligible Institutionif a Default has occurred and is then continuing. Such assignment shall be substantially in the form of Exhibit B D hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lenderthereof. Such consent shall not be unreasonably withheld withheld. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or delayedprocedural requirements of this Agreement, including this Section, Lender may at any time and from time to time pledge and assign all or any portion of its any rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from its obligations thereunder.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any a portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit B hereto D or in such other form as may be agreed to by the parties theretothereto (each such agreement, an “Assignment Agreement”). The consent of the Administrative Agent shall be required prior to an Each such assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Affiliate thereof Approved Fund shall, unless otherwise consented to in writing by the Agent and, so long as no Default has occurred and is continuing, the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof), either be in an Revolving Loan Commitment of, and Obligations owing to, the assigning Lender or (unless each of the Borrower and the Agent otherwise consents) be in an entity that manages a Lenderaggregate amount equal to the lesser of (i) the entire applicable Revolving Loan Commitment and Obligations held by such Lender hereunder and (ii) $5,000,000. Such consent The amount of the assignment shall not be unreasonably withheld based on the Revolving Loan Commitment and Obligations subject to the assignment, determined as of the date of such assignment or delayedas of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.

Permitted Assignments. (a) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties theretoto such assignment. The consent of the Administrative Borrower and Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof; provided that manages if a LenderDefault exists, the consent of Borrower shall not be required. Such Any such consent shall not be unreasonably withheld or delayed, provided that Borrower shall be deemed to have consented to such assignment unless Borrower shall object thereto by written notice to Agent within five (5) Business Days after having received notice thereof. Borrower shall receive prior written notice by the assigning Lender prior to an assignment becoming effective with respect to a Purchaser which is a Lender or an Affiliate thereof. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless both Borrower and Agent otherwise consent) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the amount of outstanding Loans. Each assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s interests in the Obligations of, and Commitment to, Borrower. (b) No such assignment shall be made to (i) any natural Person or (ii) Borrower or Borrower’s Affiliates or Subsidiaries.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with entities other than the prior approval Parent or any of the Borrower, which approval of the Borrower its Affiliates (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or Lender, an Affiliate thereof or an entity Approved Fund; provided, however, that manages (i) if a LenderDefault or an Unmatured Default has occurred and is continuing, the consent of the Borrower shall not be required and (ii) such consent shall be deemed to have been given if the Borrower has not responded within five Business Days of the Borrower’s receipt of a written notice requesting such consent. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an 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) $1,000,000 and in increments of $1,000,000 in excess thereof (with contemporaneous assignments to two or more Approved Funds being combined for the purpose of determining whether the minimum assignment requirement is met) or (ii) the remaining amount of the assigning Lender’s Outstanding Credit Exposure. The amount of the assignment shall be based on the Outstanding Credit Exposure subject to the assignment, determined as of the date of such assignment or as of the “Trade Date”, if the “Trade Date” is specified in the assignment.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof immediately prior to the assignment; provided, however, that if a Default has occurred and is continuing, or an entity that manages a Lenderif the assignment is in connection with the physical settlement of credit derivative transactions, the consent of the Borrower shall not be required. Such The Borrower's consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender in connection with any assignment of any portion of the initial $25,000,000 Maximum Aggregate Commitment or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $ 5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable or Aggregate Commitment above the initial $25,000,000 Maximum Aggregate Commitment has been terminated). Notwithstanding anything contained in this Agreement, Borrower shall not be obligated to pay any fees and expenses incurred in connection with any assignment of any portion of the initial $25,000,000 Maximum Aggregate Commitment.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that Documents, provided, any such assignment must be of only a portion Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionassignor. Such assignment shall be substantially in the form of Exhibit B hereto 12.3.1 or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower, the Issuer and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages thereof; provided, if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayeddelayed ; provided, however, that in the event that the prospective assignee is unable or unwilling to deliver to the Borrower Forms 1001 or 4224 (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 or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Credit Extensions (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof; provided, however, that manages if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Additionally, each such assignment by a Lender with respect to a Purchaser which is not an Affiliate of such Lender shall (unless each of the Borrower and the Agent otherwise consents) be made simultaneously with an assignment to such Purchaser by such Lender of a pro rata amount of the rights and obligations of such Lender and its Affiliates under the Five-Year Credit Agreement.

Permitted Assignments. Any Lender may, subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrowera Qualified Bank (or, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if while a Default under Section 8.2, 8.5 or Unmatured Default 8.6 has occurred and is then continuing continuing, to any Person (such permitted assignees hereinafter referred to as other than a natural person, the Company, Borrower or any Affiliate thereof)) (“PurchasersPurchaser”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto H or in such other form as may be agreed to by the parties theretothereto (an “Assignment and Assumption”). The Except as otherwise hereinafter provided, the consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a (except, but subject to clause (b) of the immediately succeeding sentence, an assignment to an Affiliate of such Lender, another Lender or an Affiliate thereof of such other Lender thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (a) each such assignment shall (unless it is an entity that manages assignment of a Lender’s entire interest in the Term Loan Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be made that would reduce the Term Loans of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of the Term Loans held by such Lender on the Amendment No. Such consent 3 Effective Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayeddelayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately preceding sentence, which consent may be withheld by the Borrower in its sole discretion); provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within eight (8) calendar days after having received written notice thereof.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto11.3. 1. The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender Lender, an Approved Fund or an Affiliate thereof or thereof; provided, however, that if an entity Event of Default has occurred and is continuing, the consent of the Borrower shall not be required; provided further that manages a Lenderthe Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s outstanding Loans. No such assignment shall be made to (A) a natural person, (B) the Borrower or any of its respective Affiliates or Subsidiaries or (C) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause.

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 any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval entities that are not competitors of the Borrower or any Subsidiary in any of their respective lines of business (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any Documents. Each assignment shall be of only a portion constant, and not a varying, ratable percentage of such all of the assigning Lender’s rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionunder this Agreement. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent Borrower, so long as no Default exists, shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity affiliate thereof. The consent of (i) the Agent and (ii) provided that manages a JPMorgan is at such time the Principal Issuing Lender, JPMorgan in its capacity as such shall be required prior to any assignment. Such 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 or an affiliate thereof shall (unless the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or its outstanding Loans and L/C Interests (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed. No assignment shall be made to a Disqualified Lender. Each Purchaser shall be subject to the requirements under Section 3.5(g).

Permitted Assignments. Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld or delayed), in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents Credit Documents, provided that any assignment that, unless an Event of only a portion of such rights Default has occurred and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding is then continuing, the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The prior written consent of the Administrative Agent Company to the identity of any such Purchaser shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity required, and the Company agrees that manages a Lender. Such such consent shall not be unreasonably withheld or delayed, except that no consent of the Agent or the Company shall ever be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. Notwithstanding the foregoing, no assignment of Loans or Commitments which requires the consent of the Agent or the Company may be made if the assignment would result in either the assigning Lender or the Purchaser (which may be an existing Lender) holding a Commitment of less than $15,000,000; provided, however, that if (due to reductions in the Aggregate Commitment) a Lender's Commitment is less than $15,000,000, such Lender may assign all (but not less than all) of its Commitment in accordance with the terms of this Section notwithstanding the fact that such Commitment is less than $15,000,000.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or ) any portion part of its rights and obligations under the Loan Documents Documents; provided that any that, (i) unless otherwise provided herein, no assignment may be made without the prior written consent of only Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld) unless the proposed Purchaser is a portion Lender or an Affiliate thereof and (ii) unless Whirlpool and the Administrative Agent shall otherwise consent (each in their sole discretion), (x) such assigning Lender shall retain after giving effect to such assignment a Commitment which is not less than $15,000,000 (unless such Lender is assigning all of its Commitment), (y) such rights and obligations assignment shall be in an amount which is not less than $5,000,000 25,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest or, if less, the remaining amount of less than $5,000,000 unless such the assigning Lender’s interest Commitment) and in integral multiples of $1,000,000 in excess thereof and (z) such assigning Lender has been reduced to zero). Notwithstanding the foregoing, no provided Whirlpool with notice of such assignment at least three Business Days prior to the effective date thereof (which effective date, for the avoidance of doubt, shall be subject to the consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default has occurred and is continuing, the consent of Whirlpool shall not be made to an Ineligible Institutionrequired. Such Each such assignment shall be substantially in the form of Exhibit B C hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent each Issuing Lender shall be required prior to an any assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayedeffective.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or ) any portion part of its rights and obligations under the Loan Documents Documents; provided that that, unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent, unless (x) the proposed Purchaser is a Lender or an affiliate thereof or (y)(i) such Lender retains at all times a Commitment which, is not less than $15,000,000 (unless such Lender is assigning all of its Commitment), (ii) each such assignment to any assignment Purchaser of only a any portion of such rights and obligations Lender’s Commitment shall be in an amount which is not less than $5,000,000 25,000,000 (it being understood or, if less, the remaining amount of its Commitment) and agreed that no in integral multiples of $1,000,000 in excess thereof and (iii) such Lender has provided Whirlpool with three Business Days prior notice of such assignment, including such information regarding the Purchaser as Whirlpool may hold an unparticipated interest of less than $5,000,000 unless reasonably request. Each such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B C hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent each Issuing Lender shall be required prior to an any assignment becoming effective with respect to effective; provided, however, that if a Purchaser which Default has occurred and is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such continuing, the consent of Whirlpool shall not be required. No consents required by this Section 13.03(a) shall be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any A Lender may, in the ordinary course of its business and in accordance with applicable law, at any time may assign to any other Lender or to Eligible Assignee any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any Documents, as long as (a) each assignment is of only a portion constant, and not a varying, percentage of such the transferor Lender’s rights and obligations shall be under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest assignment in whole of less than $5,000,000 unless such a Lender’s interest has been reduced to zero). Notwithstanding rights and obligations, the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in aggregate amount of the form of Exhibit B hereto or in such other form as may be agreed to Commitments retained by the parties thereto. The consent transferor Lender be at least $10,000,000 (unless otherwise agreed by Agent in its discretion); (c) each of the Administrative Agent shall be required prior and, so long as no Default or Event of Default has occurred and is continuing, Holdings otherwise consent (each such consent not to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed); and (d) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; provided that, if such assignment is to a Lender or any Affiliate of a Lender, the consent of Holdings shall not be required. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that, any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy such Loan Parties’ obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"PURCHASERS") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its Commitment and outstanding Revolving Loans, and L/C Interests, together with its rights and obligations under the Loan Documents provided with respect thereto; PROVIDED, HOWEVER, that any (i) each such assignment shall be of only a portion constant, and not a varying, percentage of such all of the assigning Lender's rights and obligations shall so assigned; (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in an the amount of such Lender's entire Commitment but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (it being understood and agreed that no iii) notwithstanding the CLAUSE (ii), if the assignment is made to a Lender may hold or an unparticipated interest Affiliate of the assigning Lender, the amount of the Commitment assigned shall not be less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution1,000,000. Such assignment shall be substantially in the form of Exhibit B EXHIBIT D hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Company, the L/C Issuer and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity Lender; PROVIDED, HOWEVER, that manages if a LenderDefault has occurred and is continuing, the consent of the Company shall not be required. Such consent consents shall not be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"PURCHASERS") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties theretothereto (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 Assignment Agreement becoming effective with respect to a Purchaser which is not a Lender or Lender, an Affiliate thereof or an entity thereof, provided, however, that manages if a LenderDefault 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 any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents Documents, provided that any such assignment must be of only a portion Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionassignor. Such assignment shall be substantially in the form of Exhibit B hereto 12.3.1 or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower, the Issuer and the -71- Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages thereof; provided if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayeddelayed ; provided, however, that in the event that the prospective assignee is unable or unwilling to deliver to the Borrower Forms 1001 or 4224 (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 or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Credit Extensions (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"PURCHASERS") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its Commitment and outstanding Loans, together with its rights and obligations under the Loan Documents provided with respect thereto; PROVIDED, HOWEVER, that any (a) each such assignment shall be of only a portion constant, and not a varying, percentage of such all of the assigning Lender's rights and obligations shall 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 an the amount of such Lender's entire Commitment but otherwise shall not be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (it being understood and agreed that no Lender may hold an unparticipated interest 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 $5,000,000 unless such Lender’s interest has been reduced 1,000,000 or an integral multiple thereof and (ii) if the assignment is made pursuant to zero). Notwithstanding SECTION 3.5, the foregoing, no such assignment Commitment assigned may be made to an Ineligible Institutionin the amount of the relevant Lender's entire remaining Commitment. Such assignment shall be substantially in the form of Exhibit B EXHIBIT D hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity Lender; PROVIDED, HOWEVER, that manages if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such consent consents shall not be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under the Loan Documents provided with respect thereto; provided, however, that any (a) each such assignment shall be of only a portion constant, and not a varying, percentage of such all of the assigning Lender's rights and obligations shall 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 an the amount of such Lender's entire Commitment but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount unless otherwise consented to by the Borrower and the Agent; and (it being understood and agreed that no Lender may hold an unparticipated interest c) notwithstanding the foregoing clause (b), if the assignment is made to a Lender, the amount of the Commitment assigned shall not be less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to 1,000,000 or an Ineligible Institutionintegral multiple thereof. Such assignment shall be substantially in the form of Exhibit B D hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages of a Lender; provided, however, 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.

Permitted Assignments. Any Lender may, with the consent of the Administrative Agent, in the ordinary course of its commercial banking business and in accordance with applicable law, law at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more Lenders or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents and the Borrower shall release the assignor Lender for the amount so assigned, provided that any each such assignment of only a portion of such rights and obligations shall be in an amount not less than the lesser of (a) all of the assigning Lender's interest and (b) $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution5,000,000. Such assignment shall be substantially in the form of Exhibit B hereto E or in such other form as may be agreed to by the parties Parties thereto. The Each Lender may disclose information to prospective participants and assignees, provided such prospective participants and assignees agree to maintain the confidentiality of such information. Unless a Default has occurred and is continuing, the consent of the Administrative Agent Borrower shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lenderaffiliate thereof. Such consent The foregoing consents of the Administrative Agent and the Borrower shall be substantially in the form attached as Exhibit "1" to Exhibit "D" hereto and shall not be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, in the ordinary --------------------- course of its 109 business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its ---------- rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B G hereto or in such other form as may --------- be agreed to by the parties thereto. The consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed) shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof; provided, -------- however, that manages if a Lender. Such Default has occurred and is continuing, the consent of ------- the Borrower shall not be unreasonably withheld or delayedrequired. Unless otherwise agreed by the Borrower and the Agent, (i) each such assignment shall be in an amount not less than $10,000,000 (or, if less, the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment)), and (ii) after giving effect to any such assignment of less than the remaining amount of the assigning Lender=s Commitment, the assigning Lender shall retain a Commitment of at least $10,000,000. Any assignment by a Swing Line Lender of its Commitment shall include a pro rata share of its Swing Line Commitment.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"PURCHASERS") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided Documents; provided, however, that any in the case of an assignment to an entity which is not a Lender or an Affiliate of only a portion of Lender, such rights and obligations assignment shall be in an a minimum amount not less than (when added to the amount of the assignment of such Lender's obligations under the White Mountains Credit Agreement) of $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest or, if less, the entire amount of less than $5,000,000 unless such Lender’s interest has been reduced to zero's Commitment). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B EXHIBIT C hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent and, so long as no Default under SECTIONS 7.2, 7.6 or 7.7 is continuing, the Borrower, shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lenderthereof. Such consent shall not be unreasonably withheld or delayedwithheld. Notwithstanding anything to the contrary contained herein, any assignment by a Lender of its rights and obligations under the Loan Documents shall be accompanied by an assignment to the same assignee of the same ratable share of the rights and obligations of such Lender under the White Mountains Credit Agreement in respect of its obligations thereunder.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents Documents, provided that any such assignment must be of only a portion Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionassignor. Such assignment shall be substantially in the form of Exhibit B hereto 12.3.1 or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages thereof; provided if a LenderDefault 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 or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Credit Extensions (if the applicable Commitment has been terminated), and after giving effect thereto, the assigning Lender shall have Commitments or outstanding Credit Extensions (if the applicable Commitment has been terminated) of at least $5,000,000 or $0, in each case, unless otherwise agreed by the Borrower and the Agent.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"PURCHASERS") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties theretothereto (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 Assignment Agreement becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof, provided, however, that manages if a LenderDefault 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 any other Lender of such Lender’s affiliates or to any Affiliate of such Lender one or of any other Lender more banks, financial institutions or pension funds without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (5,000,000. In addition, KeyBank National Association agrees that it being understood will not assign any portion of its Commitment or Commitments of its affiliates, if such assignment will result in the amount of the Commitment to be held by KeyBank National Association and agreed that no Lender may hold an unparticipated interest of its affiliates to be less than the lesser of (i) ten percent (10%) of the then-current Aggregate Commitment or (ii) $5,000,000 unless 20,000,000, provided that such Lender’s interest restriction shall only apply so long as no Default has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionoccurred and is continuing. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or ) any portion part of its rights and obligations under the Loan Documents Documents; provided that that, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent in their sole discretion, unless (i) such Lender retains at all times a Commitment which, is not less than $15,000,000 (unless such Lender is assigning all of its Commitment), (ii) each such assignment to any assignment Purchaser of only a any portion of such rights and obligations Lender’s Commitment shall be in an amount which is not less than $5,000,000 15,000,000 (it being understood or, if less, the remaining amount of its Commitment) and agreed in integral multiples of $1,000,000 in excess thereof and (iii) such Lender has confirmed that no Lender may hold an unparticipated interest the Purchaser has the status of less than $5,000,000 unless a Professional Market Party. Each such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B “F” hereto or in such other form as may be agreed to by the parties thereto. The consent of Whirlpool and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity affiliate thereof, and the consent of each Issuing Lender shall be required prior to any assignment becoming effective; provided, however, that manages if a Lender. Such Default has occurred and is continuing, the consent of Whirlpool shall not be required. No consents required by this Section 13.03(a) shall be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"PURCHASERS") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided Documents; PROVIDED that any assignment of only a portion of such rights and obligations no Lender's Commitment shall be in an amount not less greater than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest 20% of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionAggregate Commitment after the effectiveness of any assignment. Such assignment shall be substantially in the form of Exhibit B hereto EXHIBIT D or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or Lender, an Affiliate thereof or an entity Approved Fund; PROVIDED, HOWEVER, that manages if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment or Outstanding Credit Exposure (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 of the date of such assignment or as of the "Trade Date", if the "Trade Date" is specified in the assignment.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"PURCHASERS") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents Documents, provided that any assignment of only a portion such Lender provides to Borrower, the Agent, the LC Issuer and the other Lenders notice of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced 's intent to zero). Notwithstanding the foregoing, no make such assignment may be made to an Ineligible Institution(a "NOTICE OF ASSIGNMENT"). Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties thereto. The consent of Borrower, and the Administrative Agent and the LC Issuer shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity thereof; provided, however, that manages if a LenderDefault has occurred and is continuing, the consent of Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable lawlaw and the provisions of this SECTION 13.3, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any a portion of its rights and obligations under this Agreement (including, without limitation, its Supplemental 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) as follows: (i) at any time to one or more of the Loan Documents provided that Holders of Secured Obligations (or an Affiliate thereof) or one or more Eligible Assignees; (ii) at any time to one or more Persons consented to by the Borrower (which consent shall not be unreasonably withheld or delayed); (iii) following the occurrence of a Transfer Default or at any time after November 30, 1998, to any other banks or other entities (the purchasing entities under clauses (i) through (iii) being herein collectively, the "PURCHASERS"). Each assignment shall be of only a portion constant, and not a varying, ratable percentage of such all of the assigning Lender's rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionunder this Agreement. Such assignment shall be substantially in the form of Exhibit B EXHIBIT E hereto or and shall not be permitted hereunder unless such assignment is either for all of such Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Agent, involves loans and commitments in such other form as an aggregate amount of at least $5,000,000 (which minimum amount may be agreed to waived by the parties theretoRequired Lenders). The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayedthereof.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents Documents, provided that any such assignment must be of only a portion Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionassignor. Such assignment shall be substantially in the form of Exhibit B hereto 12.3.1 or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent Borrower, the Agent, the Swing Line Lender and the Issuer shall be required prior to an assignment becoming effective 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 or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or an entity that manages a (ii) the remaining amount of the assigning Lender. Such consent shall not be unreasonably withheld ’s Commitment (calculated as at the date of such assignment) or delayedoutstanding Credit Extensions (if the applicable Commitment has been terminated), unless otherwise agreed by the Borrower and the Agent.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity affiliate thereof; provided, however, that manages if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000.00 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Upon (i) delivery to the Agent of an assignment, together with any consents required by this Section, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all 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 transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that Documents, provided, any such assignment must be of only a portion Pro Rata Share of both the Revolving Credit Commitment and the Facility LC Commitment of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionassignor. Such assignment shall be substantially in the form of Exhibit B hereto 12.3.1 or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower, the Issuer and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages thereof; provided, if a LenderDefault 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 1001 or 4224 (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 or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Credit Extensions (if the applicable Commitment has been terminated).

Permitted Assignments. Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld or delayed), in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents Credit Documents, provided that any assignment that, unless an Event of only a portion of such rights Default has occurred and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding is then continuing, the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The prior written consent of the Administrative Agent Company to the identity of any such Purchaser shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity required, and the Company agrees that manages a Lender. Such such consent shall not be unreasonably withheld or delayed, except that no consent of the Agent or the Company shall ever be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. Notwithstanding the foregoing, no assignment of Loans or Commitments which requires the consent of the Agent or the Company may be made if the assignment would result in either the assigning Lender or the Purchaser (which may be an existing Lender) holding a Commitment of less than $5,000,000; provided, however, that if (due to reductions in the Aggregate Commitment) a Lender's Commitment is less than $5,000,000, such Lender may assign all (but not less than all) of its Commitment in accordance with the terms of this Section notwithstanding the fact that such Commitment is less than $5,000,000.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or ) any portion part of its rights and obligations under the Loan Documents Documents; provided that any that, (i) 77 unless otherwise provided herein, no assignment may be made without the prior written consent of only Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld) unless the proposed Purchaser is a portion Lender or an Affiliate thereof and (ii) unless Whirlpool and the Administrative Agent shall otherwise consent (each in their sole discretion), (x) such assigning Lender shall retain after giving effect to such assignment a Commitment which is not less than $15,000,000 (unless such Lender is assigning all of its Commitment), (y) such rights and obligations assignment shall be in an amount which is not less than $5,000,000 25,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest or, if less, the remaining amount of less than $5,000,000 unless such the assigning Lender’s interest Commitment) and in integral multiples of $1,000,000 in excess thereof and (z) such assigning Lender has been reduced to zero). Notwithstanding the foregoing, no provided Whirlpool with notice of such assignment at least three Business Days prior to the effective date thereof (which effective date, for the avoidance of doubt, shall be subject to the consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default has occurred and is continuing, the consent of Whirlpool shall not be made to an Ineligible Institutionrequired. Such Each such assignment shall be substantially in the form of Exhibit B C hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or ) any portion part of its rights and obligations under the Loan Documents Documents; provided that any that, (i) unless otherwise provided herein, no assignment may be made without the prior written consent of only Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld) unless the proposed Purchaser is a portion Lender or an Affiliate thereof and (ii) unless Whirlpool and the Administrative Agent shall otherwise consent (each in their sole discretion), (x) such assigning Lender shall retain after giving effect to such assignment a Commitment which is not less than $15,000,000 (unless such Lender is assigning all of its Commitment), (y) such rights and obligations assignment shall be in an amount which is not less than $5,000,000 25,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest or, if less, the remaining amount of less than $5,000,000 unless such the assigning Lender’s interest Commitment) and in integral multiples of $1,000,000 in excess thereof and (z) such assigning Lender has been reduced to zero). Notwithstanding the foregoing, no provided Whirlpool with notice of such assignment at least three Business Days prior to the effective date thereof (which effective date, for the avoidance of doubt, shall be subject to the consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default has occurred and is continuing, the consent of Whirlpool shall not be made to an Ineligible Institutionrequired. Such Each such assignment shall be substantially in the form of Exhibit B C hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lender. Such consent shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entitiesPersons hat are not, with and that are not Affiliates of a Person, in the prior approval of the Borrower, which approval of the Borrower home building business (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided that any assignment (which may include, in the case of only a portion Purchaser of such rights an interest from the Swing Line Bank, the Swing Line Commitment and obligations shall be in an Swing Line Loans)in the amount of not less than $5,000,000 5,000,000, provided that, immediately following such assignment, the assigning Lender either (it being understood and agreed that no Lender may hold an unparticipated interest i) shall retain a Commitment of not less than $5,000,000 unless such Lender’s 10,000,000 or (ii) shall have assigned all of its Commitment and have no remaining interest has been reduced in the Obligations and provided, further, that First Chicago may not assign the Swing Line Commitment or Swing Line Loan except to zero). Notwithstanding a Purchaser that is, or at the foregoing, no time of such assignment may be made to an Ineligible Institutionbecomes, the Agent in accordance with the provisions of this Agreement. Such assignment shall be substantially in the form of Exhibit B "L" hereto or in such other form as may be agreed to by the parties thereto. The In the case of an assignment of a Commitment or any portion thereof (excluding, however, the Swing Line Commitment or any portion thereof) other than to a Lender or an Affiliate thereof and in the case of any assignment of the Swing Line Commitment or any portion thereof, the consent of the Administrative Borrower and the Agent shall be required prior to an such assignment becoming effective with respect to effective; provided, however, that if a Purchaser which Default has occurred and is continuing, the consent of the Borrower shall not a Lender or an Affiliate thereof or an entity that manages a Lenderbe required. Such consent consents shall not be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of entities other than the Borrower or any of its Affiliates (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or Lender, an Affiliate thereof or an entity Approved Fund; provided, however, that manages (i) if a LenderDefault or an Unmatured Default has occurred and is continuing, the consent of the Borrower shall not be required and (ii) such consent shall be deemed to have been given if the Borrower has not responded within five Business Days of the Borrower’s receipt of a written notice requesting such consent. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an 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) $1,000,000 and in increments of $1,000,000 in excess thereof (with contemporaneous assignments to two or more Approved Funds being combined for the purpose of determining whether the minimum assignment requirement is met) or (ii) the remaining amount of the assigning Lender’s Outstanding Credit Exposure. The amount of the assignment shall be based on the Outstanding Credit Exposure subject to the assignment, determined as of the date of such assignment or as of the “Trade Date”, if the “Trade Date” is specified in the assignment.

Permitted Assignments. Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld or delayed), in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents Credit Documents, provided that any assignment that, unless an Event of only a portion of such rights Default has occurred and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding is then continuing, the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The prior written consent of the Administrative Agent Company to the identity of any such Purchaser shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity required, and the Company agrees that manages a Lender. Such such consent shall not be unreasonably withheld or delayed, except that no consent of the Agent or the Company shall ever be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. Notwithstanding the foregoing, no assignment of Loans or Commitments which requires the consent of the Agent or the Company may be made if the assignment would result in either the assigning Lender or the Purchaser (which may be an existing Lender) holding a Commitment of less than $10,000,000; provided, however, that if (due to reductions in the Aggregate Commitment) a Lender's Commitment is less than $10,000,000, such Lender may assign all (but not less than all) of its Commitment in accordance with the terms of this Section notwithstanding the fact that such Commitment is less than $10,000,000.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto C or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof immediately prior to the assignment; provided, however, that if a Default has occurred and is continuing, or an entity that manages a Lenderif the assignment is in connection with the physical settlement of credit derivative transactions, the consent of the Borrower shall not be required. Such The Borrower’s consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender in connection with any assignment of any portion of the initial $50,000,000 Maximum Aggregate Commitment or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $ 5,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable or Aggregate Commitment above the initial $50,000,000 Maximum Aggregate Commitment has been terminated). Notwithstanding anything contained in this Agreement, Borrower shall not be obligated to pay any fees and expenses incurred in connection with any assignment of any portion of the initial $50,000,000 Maximum Aggregate Commitment.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender of such Lender’s affiliates or to any Affiliate of such Lender one or of any other Lender more banks, financial institutions or pension funds without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (5,000,000. In addition, KeyBank National Association agrees that it being understood will not assign any portion of its Commitment or Commitments of its affiliates, if such assignment will result in the amount of the Commitment to be held by KeyBank National Association and agreed its affiliates to be less than the next highest Commitment amount held by any other Lender provided that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest Default has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionoccurred and is continuing. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Lenderthereof. Such consent shall not be unreasonably withheld or delayedwithheld.

Permitted Assignments. Any Lender may, with the prior written consent of Agent (which consent shall not be unreasonably withheld or delayed), in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i" Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents Credit Documents, provided that any assignment that, unless an Event of only a portion of such rights Default has occurred and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding is then continuing, the foregoing, no such assignment may be made to an Ineligible Institution. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form as may be agreed to by the parties thereto. The prior written consent of the Administrative Agent Company to the identity of any such Purchaser shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity required, and the Company agrees that manages a Lender. Such such consent shall not be unreasonably withheld or delayed, except that no consent of the Agent or the Company shall ever be required for (i) any assignment to a Person directly or indirectly controlling, controlled by or under direct or indirect common control with the assigning Lender or (ii) the pledge or assignment by a Lender of such Lender's Note and other rights under the Loan Documents to any Federal Reserve Bank in accordance with applicable law. Notwithstanding the foregoing, no assignment of Loans or Commitments which requires the consent of the Agent or the Company may be made if the assignment would result in either the assigning Lender or the Purchaser (which may be an existing Lender) holding a Commitment of less than $10,000,000; provided, however, that if (due to reductions in the Aggregate Commitment) a Lender's Commitment is less than $10,000,000, such Lender may assign all (but not less than all) of its Commitment in accordance with the terms of this Section notwithstanding the fact that such Commitment is less than $10,000,000.

Permitted Assignments. Any The Lender may, in the ordinary course of its business and in accordance with applicable law, may at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more other entities, with the prior approval of the Borrower, which approval of the Borrower Eligible Assignees (i) shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), ) all or any portion part of its rights and obligations under the Loan Documents provided that any assignment of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionDocuments. Such assignment shall be substantially in the form of Exhibit B hereto or in such other form reasonably acceptable to the Lender as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an Each such assignment becoming effective with respect to a Purchaser which that is not a an Affiliate of the Lender or an Affiliate thereof Approved Fund shall either be in an amount equal to the entire commitment of the Lender hereunder or an entity that manages a Lender. Such consent shall (unless the Borrower otherwise consents, such consents not to be unreasonably withheld or delayed) be in an aggregate amount not less than $4,000,000. The amount of the assignment shall be based on the subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. Notwithstanding the foregoing, any assignment by the Lender of all or any portion of its Delayed Draw Term Commitment hereunder shall require the written consent of the Borrower, such consent to be given or withheld by the Borrower in its sole discretion; provided that the consent of the Borrower shall not be required (i) if an Event of Default has occurred and is continuing or (ii) in the case of an assignment by the Lender to an Eligible Assignee following the merger or sale of all or substantially all of the assets of the Lender; provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender within five (5) Business Days after having received notice thereof.

Permitted Assignments. Any Lender (each such assigning Lender under this Section 14.3 being a "Seller") may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with entities (other than the prior approval Company or any of the Borrower, which approval of the Borrower its Affiliates) (i"Purchasers") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any a portion of its rights and obligations under this Agreement (including, without limitation, its Tranche A Revolving Loan Commitment, its Tranche B Revolving Loan Commitment, any Loans owing to it, all of its participation interests in existing Letters of Credit, Swing Line Loans and Alternate Currency Loans, and its obligation to participate in additional Letters of Credit, Swing Line Loans and Alternate Currency Loans hereunder) in accordance with the Loan Documents provided that any assignment provisions of only a portion of such rights and obligations shall be in an amount not less than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible Institutionthis Section 14.3. Such assignment shall be substantially in the form of Exhibit B D hereto or in and shall not be permitted hereunder unless such other form as may be agreed to by assignment is either for all of such Seller's rights and obligations under the parties thereto. The Loan Documents or, without the prior written consent of the Administrative Agent and the Company, involves loans and commitments as a consequence of which neither the Seller nor the Purchaser will have a Commitment of less than $5,000,000; provided that the foregoing restrictions with respect to Commitments having a minimum aggregate amount (A) shall not apply to any assignment between Lenders, or to an Affiliate or Approved Fund of any Lender, and (B) in any event may be waived by the Administrative Agent). The written consent of the Administrative Agent, and, prior to the occurrence of a Default, the Company (which consent, in each such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an entity that manages a Approved Fund of such Lender. Such consent shall not be unreasonably withheld or delayed.

Permitted Assignments. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to any other Lender or to any Affiliate of such Lender or of any other Lender without the prior approval of the Borrower, or to one or more banks or other entities, with the prior approval of the Borrower, which approval of the Borrower entities (i"PURCHASERS") shall not be unreasonably withheld or delayed and shall be deemed given if not withheld within five (5) Business Days after written request for such approval from the Administrative Agent and (ii) shall not be required if a Default or Unmatured Default has occurred and is then continuing (such permitted assignees hereinafter referred to as “Purchasers”), all or any portion part of its rights and obligations under the Loan Documents provided Documents; PROVIDED that any assignment of only a portion of such rights and obligations no Lender's Commitment shall be in an amount not less greater than $5,000,000 (it being understood and agreed that no Lender may hold an unparticipated interest 20% of less than $5,000,000 unless such Lender’s interest has been reduced to zero). Notwithstanding the foregoing, no such assignment may be made to an Ineligible InstitutionAggregate Commitment after the effectiveness of any assignment. Such assignment shall be substantially in the form of Exhibit B hereto EXHIBIT C or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or Lender, an Affiliate thereof or an entity Approved Fund; PROVIDED, HOWEVER, that manages if a LenderDefault has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment or outstanding Loans (if the applicable Commitment has been terminated). The amount of the assignment shall be based on the Commitment or outstanding Loans (if the applicable Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the "Trade Date", if the "Trade Date" is specified in the assignment.