Common use of Permitted Assignments Clause in Contracts

Permitted Assignments. Subject to Section 13.3.3 below, a Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, (5) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignment.

Permitted Assignments. Subject to its compliance with Section 13.3.3 below14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (or $1,000,000 in the case of an assignment between Lenders), in either case unless otherwise agreed by the Agent in its sole discretion) , and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to (x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, providedor (y) direct or indirect contractual counterparties in swap agreements relating to the Loans, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties Borrowers to the assigning Lender in respect of any assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan PartiesBorrowers’ obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 below, a Any Lender may at any time assign to an Eligible Assignee any one or more assignees all or a portion of its rights and obligations under the Loan Documents, as long as Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender Bank of America, N.A., as Lender, is at least $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to Dutch Revolver Loans such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Dutch LC ObligationsAssumption, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise be unreasonably withheld or delayed) and consents (ii) with respect such consent not to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and . (dc) the parties to each such Each partial assignment shall execute and deliver to the Agent, for its acceptance and recording, be made as an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, proportionate part of all the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such assigning Lender’s rights and obligations under this AgreementAgreement with respect to the Loans or the Commitment assigned. Amended & Restated Loan Agreement (PF) (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (4ii) to any payment by Loan Parties to Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the assigning Lender in respect of any Obligations assigned as foregoing Persons described in this sentence shall satisfy Loan Parties’ clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations hereunder to the extent of such paymentany Defaulting Lender hereunder, (5) no such assignment shall release be effective unless and until, in addition to the assigning other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender from its obligations to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (6y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the Eligible Assignee will not be entitled to greater benefits foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Section 5.8.2 applicable Law without compliance with the provisions of this clause (Dutch Tax Matters) than g), then the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant assignee of such assignmentinterest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Subject to Section 13.3.3 below, a A Lender may assign to an any Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent Agent, and so long as no Event of Default under Section 11.1(a) or (j) has occurred or is continuing, Administrative Borrower in its their discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 10,000,000 (unless otherwise agreed by the Agent in its discretionPermitted Discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed)reserved; and (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance; and (e) such assignment shall be recorded in the Register. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security 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 165 Operating Circular issued by such Federal Reserve BankBank or to any central bank having authority over such Lender in accordance with Applicable Law, or (ii) counterparties to swap agreements relating to any Loans; provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) 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, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise hereunder. Notwithstanding anything contained in this Agreement to the grant contrary, no Lender shall need the prior consent of such assignmentAdministrative Borrower or Agent to consolidate with or merge into any other Person or to convey or transfer all or substantially all of its properties and assets to any Person.

Permitted Assignments. Subject to Section 13.3.3 below, a A Lender may assign to an any Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Administrative Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Revolver Commitments retained by the transferor Lender is be at least $5,000,000 (unless otherwise agreed by the Administrative Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (d) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) prior written consent of Administrative Agent (not to be unreasonably withheld or delayed) and, prior written consent of the Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within two (2) Business Days after notice of the proposed assignment and provided, that such approval shall not be required during the initial syndication of the Loans until a successful syndication is achieved (as defined in the Fee Letter) or at any time that an Event of Default exists) shall have been obtained by the assigning Lender; provided, that the consent of Administrative Agent and Borrower Agent shall not be required for assignments between Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security 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, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) that any payment by Loan Parties Borrowers to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan PartiesBorrowers’ obligations hereunder to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 5 Business Days notice to Agent and Borrower, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Revolver Loans, LC Obligations, 1995 Bonds and Term Loan and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 2,500,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 500,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge assign (i) with the prior written consent of Agent (not to be unreasonably withheld or assign delayed) to any Eligible Assignee all of their rights and obligations under the Loan Documents as collateral security or (ii) all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and hereunder. Notwithstanding anything to the contrary contained in this Section 13.3.1, when the consent of Agent is required under this Section 13.3.1 (6) or pursuant to the definition of "Eligible Assignee will Assignee"), such consent of Agent shall not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmentunreasonably withheld.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 2 Business Days notice to Agent and Borrower, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 1,000,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 500,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Revolver Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 2,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge or assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents as collateral security or (ii) all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowAny Lender may, a Lender may in the ordinary course of its business and in accordance with applicable law, at any time assign to an Eligible Assignee one or more banks or other entities (“Purchasers”) all or any part of its Commitments and outstanding Loans and/or L/C Interests, together with its rights and obligations under the Loan DocumentsDocuments with respect thereto; provided, as long as however, that (a) each such assignment is shall be of a constant, and not a varying, percentage of all of the transferor assigning Lender’s 's rights and obligations under so assigned as it relates to such Lender's outstanding Term Loans or such Lender's Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the Loan Documents andamount of such outstanding Term Loans or Revolving Commitment, outstanding Revolving Loans and L/C Interests of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the case of a partial assignment, is in a minimum principal amount of such Lender's entire Revolving Commitment, outstanding Revolving Loans and L/C Interests, or such Lender's outstanding Term Loans, but otherwise shall not be less than $5,000,000 (unless otherwise agreed by the Agent in its discretion) and or an integral multiples multiple of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained unless otherwise consented to by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Borrower and the Agent in its discretion)Agent; and (c) notwithstanding the foregoing clause (b), if the assignment is made to a Lender, the amount of such Lender's the Revolving Commitment, outstanding Revolving Loans and L/C Interests or such Lender's outstanding Term Loans assigned shall not be less than $1,000,000 or an integral multiple thereof. Non pro-rata assignments shall be permitted. The consent of the Agent, the Issuer and the Swing Line Lender shall be required prior to any assignment of the Revolving Commitment, outstanding Revolving Loans and L/C Interests. The consent of the Borrower shall be required prior to any assignment unless (x) a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a (A) Lender, (B) an Affiliate of a Lender or (C) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) with respect a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender (such Person described in this clause (C), an “Approved Fund”); provided that the Borrower shall be deemed to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (which consent 5) Business Days after having received notice thereof. Any consents required by this Section 12.3.1 shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, (5) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignment.

Permitted Assignments. Subject to Section 13.3.3 below, a A Lender may assign to an any Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (ax) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent Agent, and so long as no Event of Default under Section 11.1(a) or (j) has occurred or is continuing, Administrative Borrower in its their discretion) and integral multiples of $1,000,000 in excess of that amount; (by) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 10,000,000 (unless otherwise agreed by the Agent in its discretionPermitted Discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed)reserved; and (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance; and (e) such assignment shall be recorded in the Register. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security 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 BankBank or to any central bank having authority over such Lender in accordance with Applicable Law, or (ii) counterparties to swap agreements relating to any Loans; provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) 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, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise hereunder. Notwithstanding anything contained in this Agreement to the grant contrary, no Lender shall need the prior consent of such assignmentAdministrative Borrower or Agent to consolidate with or merge into any other Person or to convey or transfer all or substantially all of its properties and assets to any Person.

Permitted Assignments. Subject to Section 13.3.3 below, a Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each applicable Dutch Fronting Bank and applicable Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, (5) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignment.

Permitted Assignments. Subject to its compliance with Section 13.3.3 below13.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance; and (iv) so long as no Event of Default exists, Borrowers shall have consented to the assignment in writing prior to such assignment (which consent shall not be unreasonably withheld or delayed). Nothing contained herein shall limit in any way the right of a Lender to pledge assign all or assign any rights under portion of the Loan Documents as collateral security Obligations owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties Borrowers to the assigning Lender in respect of any such assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan Parties’ Borrowers' obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to its compliance with Section 13.3.3 below14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Administrative Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Administrative Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to (x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, providedprovided that, howeverin each case, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall release any Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such any Lender as a party hereto, (3y) Borrowersdirect or indirect contractual counterparties in swap agreements relating to the Loans, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties Borrowers to the assigning Lender in respect of any assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan PartiesBorrowers’ obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 below, a Any Lender may at any time assign to an Eligible Assignee one or more banks or other entities (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit D or in such other form as may be agreed to by the parties thereto (each such agreement, as an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, the Company (ai) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignmentany assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in a minimum principal an aggregate amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and or an integral multiples multiple of $1,000,000 in excess of that amount; thereof or (bii) except in the case of any assignment of any Term Loan, either be in an assignment in whole amount equal to the entire outstanding principal amount of a Lender’s rights the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and obligationsis continuing, the Company otherwise consents) be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. The amount of the Commitments retained by assignment shall be based on the transferor Revolving Loan Commitment and Revolving Credit Obligations 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 Agreement. For the avoidance of doubt, (x) any assignment of the Revolving Loan Commitment and Revolving Credit Obligations of a Non-Extending Lender is at least $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans shall include all rights, obligations and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented terms applicable thereto (which consent shall not otherwise be unreasonably withheld or delayed) including, without limitation, termination of such Revolving Loan Commitment on the Non-Extended Revolving Loan Termination Date), and (iiy) with respect to U.S. Revolver Loans any assignment of the Revolving Loan Commitment and U.S. LC ObligationsRevolving Credit Obligations of an Extending Lender shall include all rights, each U.S. Fronting Bank obligations and U.S. Swingline Lender have consented terms applicable thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (d) the parties to each such assignment shall execute and deliver to the Agentincluding, for its acceptance and recordingwithout limitation, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent termination of such payment, (5) no such assignment shall release Revolving Loan Commitment on the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Extended Revolving Loan Party Agent agrees otherwise to the grant of such assignmentTermination Date).

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 2 Business Days notice to Agent and Borrower, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Revolver Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Revolver Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed)10,000,000; and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge or assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents as collateral security or (ii) all or any portion of the Revolver Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Revolver Loans made by Loan Parties Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Revolver Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to its compliance with Section 13.3.3 below11.3(b), a Lender may may, in accordance with Applicable Law and, as long as no Event of Default is continuing, subject to the consent of the Borrower, which consent shall not unreasonably be withheld, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 25,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in its their discretion) and integral multiples of $1,000,000 5,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 25,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in its their discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties the Borrower to the assigning Lender in respect of any assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan Parties’ the Borrower’s obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 2 Business Days notice to Agent and Borrowers, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge or assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents as collateral security or (ii) all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrowers to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 2 Business Days notice to Agent and Borrowers, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents with respect to the Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge or assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents as collateral security or (ii) all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrowers to the assigning Lender in respect accordance with the terms of any Obligations assigned as described in this sentence Agreement shall satisfy Loan PartiesBorrowers’ obligations hereunder in respect of such assigned Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 below, a A Lender may assign to an any Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent Agent, and so long as no Event of Default under Section 11.1(a) or (j) has occurred or is continuing, Administrative Borrower in its their discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 10,000,000 (unless otherwise agreed by the Agent in its discretionPermitted Discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed)reserved; and (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance; and (e) such assignment shall be recorded in the Register. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Federal Reserve Board of Governors and any Operating Circular issued by such Federal Reserve BankBank or to any central bank having authority over such Lender in accordance with Applicable Law, or (ii) counterparties to swap agreements relating to any Loans; provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) 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, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise hereunder. Notwithstanding anything contained in this Agreement to the grant contrary, no Lender shall need the prior consent of such assignmentAdministrative Borrower or Agent to consolidate with or merge into any other Person or to convey or transfer all or substantially all of its properties and assets to any Person.

Permitted Assignments. Subject to Section 13.3.3 below, a A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (ai) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 10,000,000 (unless otherwise agreed by the Agent and Borrower Agent (unless an Event of Default has occurred and is continuing) in its their respective discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 10,000,000 (unless otherwise agreed by the Agent and Borrower Agent (unless an Event of Default has occurred and is continuing) in its their respective discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to (x) 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 (y) counterparties to swap agreements relating to any Loans; provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) that any payment by Loan Parties Obligors to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan PartiesObligors’ obligations hereunder to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise hereunder. Notwithstanding anything contained herein to the grant of such assignment.contrary, no assignment may be made unless after giving effect thereto:

Permitted Assignments. Subject to Section 13.3.3 belowAny Lender may, a Lender may in the ordinary --------------------- course of its business and in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan DIP Financing Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan DIP Financing Documents with respect to the Revolver Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the DIP Financing Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed)5,000,000; and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. No assignment shall become effective until such time as notice thereof is given to Borrower and Agent in substantially the form of Exhibit E --------- attached hereto. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge assign all or assign any rights under portion of the Loan Documents as collateral security Revolver Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment in respect of such assigned Revolver Loans made by Loan Parties Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Revolver Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder hereunder. Each assignee shall be deemed to have consented and (6) be subject to, and to be bound by the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than terms of, all of the assigning Lender would have been entitled unless DIP Financing Documents, including the Loan Party Agent agrees otherwise to the grant of such assignmentIntercreditor Agreement.

Permitted Assignments. Subject to Section 13.3.3 belowAny Lender may, a Lender may in the ordinary course of its business and in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan DIP Financing Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan DIP Financing Documents with respect to the Loans and the Letter of Credit Accommodations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) 3,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the DIP Financing Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments this Agreement retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed)10,000,000; and (diii) the parties to each such assignment shall execute and deliver to the Collateral Agent, for its acceptance and recording, an Assignment and Acceptance. No assignment shall become effective until such time as notice thereof is given to Borrowers and Agents in substantially the form of EXHIBIT H attached hereto. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge or assign (i) to any Eligible Assignee all of their rights and obligations under the Loan DIP Financing Documents as collateral security or (ii) all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrowers to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to its compliance with Section 13.3.3 below14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 1,000,000in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to (x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided(y) direct or indirect contractual counterparties in swap agreements relating to the Loans, howeverprovided that any payment by Borrowers to the assigning Lender in respect of any assigned Obligations in accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Obligations to the extent of such payment, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such assignment or pledge shall release the assigning Lender from its obligations hereunder or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, (5) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmentthereto.

Permitted Assignments. Subject to Section 13.3.3 below, a Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents (unless otherwise agreed by the Agent) and, in the case of a partial assignmentassignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretionand the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amountamount or, in each case, if less, is all of the transferor Lender’s Revolver Commitments and any related Revolver Loans; (b) [Reserved]; (c) the written consent of (i) the Administrative Borrower and the Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment in whole to another Lender or an Affiliate or branch of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect or to Dutch Revolver Loans and Dutch LC Obligationsan Approved Fund, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which such consent shall not otherwise to be unreasonably withheld or delayed) is obtained and (iiiii) with respect except in the case of an assignment to U.S. Revolver Loans and U.S. LC Obligationsanother Lender or an Affiliate or branch of a Lender or to an Approved Fund, each U.S. Fronting Bank and U.S. the Swingline Lender have consented thereto (which such consent shall not otherwise to be unreasonably withheld or delayed); and ) is obtained, (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and AcceptanceAcceptance and the Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (e) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable interest. The Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any Disqualified Institution. The Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to any Federal Reserve Bank or Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, Bank or similar regulation or notice issued by any other central bank; provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) the Borrowers, the Agent, the other Lenders and the Fronting Bank Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (43) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, and (54) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to its compliance with Section 13.3.3 below11.3(b), a Lender may may, in accordance with Applicable Law and, as long as no Event of Default is continuing, subject to the consent of the Borrower, which consent shall not unreasonably be withheld, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 25,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in its their discretion) and integral multiples of $1,000,000 5,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 25,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in its their discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties the Borrower to the assigning Lender in respect of any assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan Parties’ the Borrower's obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 5 Business Days notice to Agent and Borrower, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Revolver Loans, LC Obligations, 1995 Bonds and Term Loan and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 2,500,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 500,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge assign (i) with the prior written consent of Agent (not to be unreasonably withheld or assign delayed) to any Eligible Assignee all of their rights and obligations under the Loan Documents as collateral security or (ii) all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and hereunder. Notwithstanding anything to the contrary contained in this SECTION 13.3.1, when the consent of Agent is required under this SECTION 13.3.1 (6) or pursuant to the definition of "Eligible Assignee will Assignee"), such consent of Agent shall not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmentunreasonably withheld.

Permitted Assignments. Subject Any Lender may, subject to Section 13.3.3 any consent required below, a Lender may in the ordinary course of its business and in accordance with applicable law, at any time assign to an Eligible Assignee a Qualified Bank (or, while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, to any Person (other than a natural person, the Company, Borrower or any Affiliate thereof)) (“Purchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit H or in such other form as may be agreed to by the parties thereto (an “Assignment and Assumption”). Except as otherwise hereinafter provided, as long as the consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (except in the case of the consent of the Borrower only, an assignment to an Affiliate of such Lender, another Lender or an Affiliate 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 assignment of a constantLender’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 not (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the Term Loans of a varying, percentage Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) twentythirty-five percent (2535%) of the transferor Lender’s rights and obligations under Term Loans held by such Lender on the Loan Documents andClosingAmendment No. 3 Effective Date or as of any later date on which it first became a Lender hereunder (or, in the case of a partial assignmentthis clause (ii), is in a minimum principal such lesser amount of $5,000,000 (unless otherwise agreed by to which the Agent 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 integral multiples of $1,000,000 in excess of that amount; is continuing clause (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount this sentence shall not apply. Any consents of the Commitments retained by Borrower or the transferor Lender is at least $5,000,000 (unless otherwise agreed by the Administrative Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent under this Section 13.3.1 shall not otherwise be unreasonably withheld or delayed) and delayed (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (d) the parties to each such assignment shall execute and deliver to the Agentother than, for its acceptance and recordingthe avoidance of doubt, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A consent of the Board Borrower under Section (b) of Governors and any Operating Circular issued the immediately preceding sentence, which may be withheld by such Federal Reserve Bankthe Borrower in its sole discretion), provided, however, (1) such Lender that the Borrower shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute be deemed to have consented to any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank assignment unless it shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment object thereto by Loan Parties written notice to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, Administrative Agent within eight (5) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignment8) calendar days after having received written notice thereof.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 2 Business Days notice to Agent and Borrowers, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents with respect to the Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its sole discretion, and with the approval of Borrowers, such approval not to be unreasonably withheld or delayed and to be deemed given by Borrowers if no objection is received by Agent from Borrowers within 2 Business Days of the time that such approval is sought by Agent) and integral multiples of $1,000,000 500,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) , and with respect the approval of Borrowers, such approval not to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) delayed and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayeddeemed given by Borrowers if no objection is received by Agent from Borrowers within 2 Business Days of the time that such approval is sought by Agent); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge or assign (i) to any Eligible Assignee all of their rights and obligations under the Loan Documents as collateral security or (ii) all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrowers to the assigning Lender in respect accordance with the terms of any Obligations assigned as described in this sentence Agreement shall satisfy Loan PartiesBorrowers’ obligations hereunder in respect of such assigned Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to its compliance with Section 13.3.3 below14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to (x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided(y) direct or indirect contractual counterparties in swap agreements relating to the Loans, howeverprovided that any payment by Borrowers to the assigning Lender in respect of any assigned Obligations in accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Obligations to the extent of such payment, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such assignment or pledge shall release the assigning Lender from its obligations hereunder or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, (5) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmentthereto.

Permitted Assignments. Subject to Section 13.3.3 belowits compliance with SECTION 14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Administrative Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Administrative Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to (x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, providedprovided that, howeverin each case, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall release any Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such any Lender as a party hereto, (3y) Borrowersdirect or indirect contractual counterparties in swap agreements relating to the Loans, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties Borrowers to the assigning Lender in respect of any assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan Parties’ Borrowers' obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowits compliance with SECTION 14.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (or $1,000,000 in the case of an assignment between Lenders), in either case unless otherwise agreed by the Agent in its sole discretion) , and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to (x) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, providedor (y) direct or indirect contractual counterparties in swap agreements relating to the Loans, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties Borrowers to the assigning Lender in respect of any assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan Parties’ Borrowers' obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 5 Business Days notice to Agent and Borrower, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Revolver Loans, LC Obligations, 1995 Bonds and Term Loan and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 2,500,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 500,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge assign (i) with the prior written consent of Agent (not to be unreasonably withheld or assign delayed) to any Eligible Assignee all of their rights and obligations under the Loan Documents as collateral security or (ii) all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowAny Lender may, a Lender may in the ordinary course of its business and in accordance with applicable law, at any time assign to an Eligible Assignee one or more banks or other entities (“Purchasers”) all or any part of its Commitments and outstanding Loans and/or L/C Interests, together with its rights and obligations under the Loan DocumentsDocuments with respect thereto; provided, as long as however, that (a) each such assignment is shall be of a constant, and not a varying, percentage of all of the transferor assigning Lender’s rights and obligations under so assigned as it relates to such Lender’s outstanding Term Loans or such Lender’s Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the Loan Documents andamount of such outstanding Term Loans or Revolving Commitment, outstanding Revolving Loans and L/C Interests of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the case of a partial assignment, is in a minimum principal amount of such Lender’s entire Revolving Commitment, outstanding Revolving Loans and L/C Interests, or such Lender’s outstanding Term Loans, but otherwise shall not be less than $5,000,000 (unless otherwise agreed by the Agent in its discretion) and or an integral multiples multiple of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained unless otherwise consented to by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Borrower and the Agent in its discretion)Agent; and (c) notwithstanding the foregoing clause (b), if the assignment is made to a Lender, the amount of such Lender’s the Revolving Commitment, outstanding Revolving Loans and L/C Interests or such Lender’s outstanding Term Loans assigned shall not be less than $1,000,000 or an integral multiple thereof. Non pro-rata assignments shall be permitted. The consent of the Agent, the Issuer and the Swing Line Lender shall be required prior to any assignment of the Revolving Commitment, outstanding Revolving Loans and L/C Interests. The consent of the Borrower shall be required prior to any assignment unless (x) a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a (A) Lender, (B) an Affiliate of a Lender or (C) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) with respect a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender (such Person described in this clause (C), an “Approved Fund”); provided that the Borrower shall be deemed to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (which consent 5) Business Days after having received notice thereof. Any consents required by this Section 12.3.1 shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, (5) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignment.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 2 Business Days notice to Agent, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan DIP Financing Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan DIP Financing Documents with respect to the Revolver Loans and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the DIP Financing Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed)500,000; and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. No assignment shall become effective until such time as notice thereof is given to Borrower and Agent in substantially the form of EXHIBIT E attached hereto. Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge assign all or assign any rights under portion of the Loan Documents as collateral security Revolver Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment in respect of such assigned Revolver Loans made by Loan Parties Borrower to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrower's obligations hereunder in respect of any Obligations such assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder Revolver Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder hereunder. Each assignee shall be deemed to have consented and (6) be subject to, and to be bound by the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than terms of, all of the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmentDIP Financing Documents.

Permitted Assignments. Subject to its compliance with Section 13.3.3 below11.3(b), a Lender may may, in accordance with Applicable Law and, as long as no Event of Default is continuing, subject to the consent of the Borrower, which consent shall not unreasonably be withheld, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in its their discretion) and integral multiples of $1,000,000 5,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 25,000,000 (unless otherwise agreed by the Administrative Agent and the Borrower in its their discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the Loan Documents as collateral security Obligations to 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, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties the Borrower to the assigning Lender in respect of any assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan Parties’ the Borrower's obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowits giving at least 2 Business Days notice to Agent and Borrowers, a any Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s rights and obligations under the Loan Documents with respect to the Loans and the Letter of Credit Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 10,000,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 5,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 10,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Borrowers (except upon and during the continuance of an Event of Default) and Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender (such consent of Borrowers not to be unreasonably withheld or delayed). Nothing contained herein shall limit in any way the right of a Lender Lenders to pledge assign all or assign any rights under portion of the Loan Documents as collateral security Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, provided that in the case of this clause (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4ii) any payment in respect of such assigned Loans made by Loan Parties Borrowers to the assigning Lender in respect accordance with the terms of any Obligations assigned as described in this sentence Agreement shall satisfy Loan PartiesBorrowers’ obligations hereunder in respect of such assigned Loans to the extent of such payment, (5) but no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 belowits compliance with SECTION 13.3.2, a Lender may may, in accordance with Applicable Law, at any time assign to an any Eligible Assignee all or any part of its rights and obligations under the Loan Documents, as so long as (ai) each assignment is of a constant, and not a varying, ratable percentage of all of the transferor Lender’s 's rights and obligations under the Loan Documents with respect to the Loans and the LC Outstandings and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its sole discretion) and integral multiples of $1,000,000 in excess of that amount; (bii) except in the case of an assignment in whole of a Lender’s 's rights and obligationsobligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment, the aggregate amount of the Commitments retained by the transferor Lender is at least shall in no event be less than $5,000,000 (unless otherwise agreed by the Agent in its sole discretion); (c) (i) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed) and (ii) with respect to U.S. Revolver Loans and U.S. LC Obligations, each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed); and (diii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance; and (iv) so long as no Event of Default exists, Borrowers shall have consented to the assignment in writing prior to such assignment (which consent shall not be unreasonably withheld or delayed). Nothing contained herein shall limit in any way the right of a Lender to pledge assign all or assign any rights under portion of the Loan Documents as collateral security Obligations owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided, however, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) provided that any payment by Loan Parties Borrowers to the assigning Lender in respect of any such assigned Obligations assigned as described in accordance with the terms of this sentence Agreement shall satisfy Loan Parties’ Borrowers' obligations hereunder in respect of such assigned Obligations to the extent of such payment, (5) and no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignmenthereunder.

Permitted Assignments. Subject to Section 13.3.3 below, a A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by the Agent in its discretion); (c) in the case of an assignment or transfer by a Lender of a US Commitment, Belgian Commitment or Luxembourg Commitment, there is a corresponding assignment or transfer by such Lender (ior any an Affiliate thereof) with respect to Dutch Revolver Loans and Dutch LC Obligations, each Dutch Fronting Bank and Dutch Swingline Lender have consented thereto the Eligible Assignee thereof (which consent shall not otherwise may, in certain circumstances, be unreasonably withheld the same institution or delayedan Affiliate thereof) and (ii) with respect of an amount which bears the same proportion to U.S. Revolver Loans and U.S. LC Obligationsthe US Commitment, Belgian Commitment or Luxembourg Commitment, as the case may be, as the amount assigned or transferred by the Lender bears to the US Commitment, Belgian Commitment or Luxembourg Commitment, so that after giving effect to such assignment or transfer, the Eligible Assignee has acquired the proportionate share of each U.S. Fronting Bank and U.S. Swingline Lender have consented thereto (which consent shall not otherwise be unreasonably withheld or delayed)Commitment; and (d) the parties to each such assignment shall execute and deliver an Assignment to the Agent, Agent for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents as collateral security to any Federal Reserve Bank secure obligations of such Lender, including a pledge or the United States Treasury as collateral security pursuant assignment to Regulation A of the Board of Governors and any Operating Circular issued by such a Federal Reserve Bank, ; provided, howeverthat, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) no such pledge or assignment of a security interest shall release the Lender from its obligations hereunder nor substitute any such the pledgee or assignee for such Lender as a party hereto, (3) Borrowers, the Agent, the other Lenders and Fronting Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (4) any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, (5) no such assignment shall release the assigning Lender from its obligations hereunder and (6) the Eligible Assignee will not be entitled to greater benefits under Section 5.8.2 (Dutch Tax Matters) than the assigning Lender would have been entitled unless the Loan Party Agent agrees otherwise to the grant of such assignment.