Assignments. Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be 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, 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 (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) # in the case of any 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loan Commitment and Term Loans 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.

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”(“Purchasers”), other than an Ineligible Institution, 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, an “Assignment Agreement”“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​ (provided that the Company​ shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) # in the case of any 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loan Commitment and Term Loans subject to the assignment, determined as of the date of such assignment or as of the “Trade“Trade Date,”” if the “Trade Date”“Trade Date” is specified in the Assignment Agreement.

Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Institutions (“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]G] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).thereto. Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall, unlessshall either be in an amount equal to the entire applicable Commitment and Loans of the assigning Lender or (unless each of the Company and the Agent otherwise consented toconsents) be in writing byan aggregate amount not less than ​; provided, that # the Administrative Agent and, so long as noforegoing consent of the Company shall not be required if a Default has occurred and is continuing, the Company (provided thatand # the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10)10 Business Days after having received notice thereof) # in the case of any 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loanoutstanding Loans (if the Commitment and Term Loanshas been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.assignment.

Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Institutions (“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]G] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).thereto. Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall, unlessshall either be in an amount equal to the entire applicable Commitment and Loans of the assigning Lender or (unless each of the Company and the Agent otherwise consented toconsents) be in writing byan aggregate amount not less than ​; provided, that # the Administrative Agent and, so long as noforegoing consent of the Company shall not be required if a Default has occurred and is continuing, the Company (provided thatand # the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10)10 Business Days after having received notice thereof) # in the case of any 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loanoutstanding Loans (if the Commitment and Term Loanshas been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.assignment.

Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Institutions (“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]G] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).thereto. Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall, unlessshall either be in an amount equal to the entire applicable Commitment and Loans of the assigning Lender or (unless each of the Borrowers and the Agent otherwise consented toconsents) be in writing byan aggregate amount not less than ​; provided, that # the Administrative Agent and, so long as noforegoing consent of the Borrowers shall not be required if a Default has occurred and is continuing, the Company (provided that the Companyand # each Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10)10 Business Days after having received notice thereof) # in the case of any 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loanoutstanding Loans (if the Commitment and Term Loanshas been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade“Trade Date,”” if the “Trade Date”“Trade Date” is specified in the Assignment Agreement.assignment.

Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Institutions (“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]C] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).thereto. Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall, unlessshall either be in an amount equal to the entire applicable Commitment and Loan of the assigning Lender or (unless each of the Borrower and the Agent otherwise consented toconsents) be in writing byan aggregate amount not less than ​; provided, that # the Administrative Agent and, so long as noforegoing consent of the Borrower shall not be required if a Default has occurred and is continuing, and # the Company (provided that the CompanyBorrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10)10 Business Days after having received notice thereof) # in the case of any 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the RevolvingCommitment or outstanding Loan (if the Commitment and Revolving Credit Obligations or Term Loan Commitment and Term Loanshas been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.assignment. Any consent required under this [Section 13.3.1] shall not be unreasonably withheld or delayed.

except in the formcase of [Exhibit D] or in such other form as may be agreedan assignment to by the parties thereto (each such agreement, 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 (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) # in the case of anyor an 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 Obligationsremaining amount of the assigning LenderLender’s Commitment or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the caseLoans of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal toClass, the entire applicable Term Loan Commitment or the outstanding principal amount of the TermCommitment or Loans of the assigning Lender or (unlesssubject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents)Agent) shall not be inless than an aggregate amount of ​ (in the case of each Revolving Credit Loan or Revolving Credit Commitment), ​ (in the case of a Term Loan), and shall be in increments of an integral multipleamount of ​ (in the case of each Revolving Credit Loan or Revolving Credit Commitment) or ​ (in the case of Term Loans) in excess thereof. The amountthereof (provided that simultaneous assignments to or from two or more Approved Funds shall be aggregated for purposes of determining compliance with this ‎[Section 10.07(b)(ii)(A)]), unless each of the assignmentBorrower and the Administrative Agent otherwise consents; provided that such amounts shall be based on the Revolving Loan Commitmentaggregated in respect of each Lender and Revolving Credit Obligationsits Affiliates or Term Loan Commitment and Term Loans subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,”Approved Funds, if the “Trade Date” is specified in the Assignment Agreement.any;

Any Lender maymay, in accordance with applicable law, at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,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]B] or in such other form as may be agreed to by the parties thereto (each such agreement,thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective 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 noAffiliate thereof; provided that if a Default has occurred and is continuing, the Company (providedconsent of the Borrower shall not be required; and provided further, that the CompanyBorrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10)5 Business Days after having received notice thereof) # in the case of anythereof. Each such consent shall not be unreasonably withheld or delayed. Each such assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equalwith respect to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigninga Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount not less than the lesser of # ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principalremaining amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the Revolving LoanLender’s Commitment and Revolving Credit Obligations or Term Loan Commitment and Term Loans subject to the assignment, determined(calculated as ofat the date of such assignmentassignment) or as ofOutstanding Credit Exposure (if the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.applicable Commitment has been terminated).

except in the formcase of [Exhibit D] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall,assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment or Loans, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than ​ unless otherwise consented to in writing byeach of the Company and the Administrative Agent and, so long asotherwise consent, provided that no such consent of the Company shall be required if a Default has occurred and is continuing, the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) # in the case of any 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loan Commitment and Term Loans 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.continuing;

Minimum Amounts. The aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender may at any time assignsubject to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution, all or any parteach such assignment (determined as of its rightsthe date the Assignment 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, an “Assignment Agreement”). Each such assignmentAssumption with respect to a Purchaser whichsuch assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than ​ or, if less, then the remaining amount of the assigning Lender's Revolving Credit Commitment, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent ten (10) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such tenth (10th) Business Day; provided further that in the case of an assignment to 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 asFund, no Default has occurred and is continuing, the Company (provided that the Company shallminimum amount need be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) # in the case of any 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans 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 an aggregate amount of ​ or an integral multiple of ​ in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loan Commitment and Term Loans 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.assigned;