Common use of Assignment by Xxxxxxx Clause in Contracts

Assignment by Xxxxxxx. Each Lender may assign to any Eligible Assignee or to any other Lender (other than a Disqualified Institution) all or a portion of its rights and obligations under this Agreement (including, but not limited to, (A) all or a portion of its unfunded Commitment hereunder without the necessity of transferring any portion of any Loan funded by such Lender or other obligations owed to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and provided, further, that such consent shall not be required if an Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b)

Assignment by Xxxxxxx. Each Lender may assign to any Eligible Assignee or to any other Lender (other than a Disqualified Institution) all or a portion of its rights and obligations under this Agreement (including, but not limited to, (A) all or a portion of its unfunded Commitment hereunder without the necessity of transferring any portion of any Loan funded by such Lender or other obligations owed to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder); provided, however, that 58 US-DOCS\137537506.9 (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and provided, further, that such consent shall not be required if an Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b)

Assignment by Xxxxxxx. Each Lender may freely assign to any Eligible Assignee Assignee, without the consent of the Borrower, Compass or the Servicer except as required pursuant to any other Lender clause (other than a Disqualified Institutioniv) of the definition of Eligible Assignee, all or a portion of its rights and obligations under this Agreement or in any other Transaction Document (including, but not limited to, (A) including all or a portion of its unfunded Commitment hereunder without interest in the necessity of transferring any portion of any Loan funded by such Lender Loans and the security interest in the Pool Receivables or other obligations owed to it hereunderRelated Assets) in each case, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld) of the Collateral Agent, conditioned or delayedthe Administrative Agent, the related Group Agent and with prior written notice to Servicer (on its and the Borrower’s behalf); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and providedhowever, further, that such consent shall not be required if an Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; and (iii) the parties to each such 751499193.15 22727329 126 assignment shall execute and deliver to the Collateral Agent, the Administrative Agent, each Group Agent and the Servicer (on its and the Xxxxxxxx’s behalf), for its acceptance and recording in the Register, an a duly executed and enforceable Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from From and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this AgreementAgreement and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement Agreement. In addition, any Lender that constitutes a banking institution may assign all or any portion of its rights (and, including its interest in the case Loans and the security interest in the Pool Receivables or Related Assets) under this Agreement to any Federal Reserve Bank or any central bank having jurisdiction over such Lender without notice to or consent of an Assignment and Acceptance Agreement covering all the Borrower, the Servicer, any other Lender, the Collateral Agent, or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Administrative Agent. (bd)

Assignment by Xxxxxxx. Each Lender may assign to any Eligible Assignee So long as no Event of Default or to any other Lender (other than a Disqualified Institution) all or a portion of its rights and obligations under this Agreement (including, but not limited to, (A) all or a portion of its unfunded Commitment hereunder without the necessity of transferring any portion of any Loan funded by such Lender or other obligations owed to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and provided, further, that such consent shall not be required if an Servicer Event of Default has occurred and is continuing; (ii) each , no Lender may make any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower, provided, that, so long as (unless an Event of Default or Servicer Event of Default has occurred and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a constantConduit Lender, and not a varying, percentage of all rights and obligations under this Agreement; and (iii) the parties by a Conduit Lender to each such assignment shall execute and deliver a Liquidity Bank, an Affiliate or its related Lender Agent pursuant to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance terms of a Liquidity Agreement, or (xiv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the assignee thereunder above clauses (i), (ii), (iii) or (iv), Société Générale shall be a remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, shall allow any interest in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender shall cease or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be a party hereto). (b)obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. Each Any Lender may at any time assign to any one or more Eligible Assignee or to any other Lender (other than a Disqualified Institution) Assignees all or a portion of its rights and obligations under this Agreement (including, but not limited to, (A) including all or a portion of its unfunded Commitment hereunder without and the necessity Loans (including for purposes of transferring any portion of any Loan funded by such Lender or other obligations owed this clause (a), participations in L/C Obligations and in Swing Loans) at the time owing to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder)it; provided, however, provided that (i) except for in the case of an assignment by of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender to either or an Affiliate of such a Lender or any other an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment shall require the prior written consent assignment, determined as of the Borrower (date the 103 Assignment and Assumption with respect to such consent not assignment is delivered to be unreasonably withheldAdministrative Agent or, conditioned or delayed); providedif “Trade Date” is specified in the Assignment and Assumption, that such consent shall be deemed to be given if as of the Borrower does not respond within five (5) Business Days of a request for consent; and providedTrade Date, further, that such consent shall not be required if an less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent will not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iiiiv) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 1.4, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent, for its Agent an Administrative Questionnaire. Subject to acceptance and recording in the Registerthereof by Administrative Agent pursuant to clause (b) of this Section, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee Eligible Assignee thereunder shall be a party to this AgreementAgreement and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 3.1, 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (b)at its expense) shall execute and deliver a Revolving Note and Bid Note to the assignee Lender and, in such event, the assigning Lender shall return the original Revolving Note and Bid Note for cancellation and, if the assignment is for a portion of the assigning Xxxxxx’s Commitment, replacement by a new Revolving Note issued by Borrower and evidencing the assigning Lender’s reduced Commitment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section. Notwithstanding the foregoing, assignment of the obligations of the L/C Issuer after the resignation of PNC Bank as L/C Issuer, or any other successor thereafter acting as L/C Issuer, shall be governed by Section 10.5(h) hereof.

Assignment by Xxxxxxx. Each Lender may assign to any one or more Eligible Assignee or to any other Lender (other than a Disqualified Institution) Assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including, but not limited towithout limitation, (A) all or a portion of its unfunded Commitment hereunder without Commitment, the necessity Advances owing to it, its participations in Letters of transferring any portion of any Loan funded Credit and Swingline Advances, and the Note or Notes (if any) held by such Lender or other obligations owed to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunderit); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and provided, further, that such consent shall not be required if an Event of Default has occurred and is continuing; (iiw) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreementthe Loan Documents, (x) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Xxxxxx’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (y) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank, the Swingline Lender and, so long as no Unmatured Default or Event of Default with respect to such Borrower shall have occurred and be continuing, each Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that each Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iiiz) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such executiona Lender Assignment, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, together with any Note or Notes (xif any) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b)Register.

Assignment by Xxxxxxx. Each Any Lender may assign to one or more assignees (treating any Eligible Assignee or to fund that invests in bank loans and any other Lender (other than fund that invests in bank loans and is managed by the same investment advisor of such fund or by an Affiliate of such investment advisor as a Disqualified Institutionsingle assignee) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, but not limited to, (A) including all or a portion of its unfunded Commitment hereunder without Commitments and the necessity Loans at the time owing to it); provided that (a) except in the case of transferring any portion of any Loan funded by such an assignment to a Lender or other obligations owed a Lender Affiliate (which does not give rise to it hereunderincreased payments under Sections 2.13, 2.14 or (B) 2.15), the Borrower and, in the case of an assignment of all or a portion of a Commitment or any Loan funded by such Lender or other Lender’s obligations owed to it hereunder without the necessity of transferring any portion in respect of its unfunded Commitment hereunder); providedLC Exposure or Swingline Exposure, however, that (i) except for an assignment by a the Issuing Bank and the Swingline Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the must give its prior written consent of to such assignment (which consent shall not be unreasonably withheld or conditioned and the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if have consented to an assignment unless it shall have objected thereto by written notice to the Borrower does not respond Administrative Agent within five ten (510) Business Days after having received notice thereof), and (b) except in the case of an assignment of any Commitment to an assignee that is a request for consentLender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment; and provided, further, that such (c) the Borrower’s consent shall not be required if with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default has occurred Default, (d) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption relating to such assignment is continuing; (iidelivered to the Administrative Agent) shall not be less than U.S.$1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing and the amount held by each Lender after each such assignment shall not be less than U.S.$1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (e) each partial assignment in respect of a constant, Commitment and not the related Loans shall be made as an assignment of a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement; Agreement in respect of such Commitment and the related Loans, (iiif) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, together with (except in the case of an assignment to a Lender or a Lender Affiliate) a processing and recordation fee of U.S.$5,000, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and (h) no assignment may be made to any Credit Party, any Affiliate of a Credit Party, a Defaulting Lender or a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for its the primary benefit of, a natural person). The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording in the Registerthereof pursuant to Section 9.4(4), an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, shall have all of the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 2.13, 24708069.14 2.14, and 2.15 and 9.3). (bAny assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.4(5).

Assignment by Xxxxxxx. Each Lender may freely assign to any Eligible Assignee Assignee, without the consent of the Borrower, ADT or the Servicer except as required pursuant to any other Lender clause (other than a Disqualified Institutioniv) of the definition of Eligible Assignee, all or a portion of its rights and obligations under this Agreement or in any other Transaction Document (including, but not limited to, (A) including all or a portion of its unfunded Commitment hereunder without interest in the necessity of transferring any portion of any Loan funded by such Lender Loans and the security interest in the Pool Receivables or other obligations owed to it hereunderRelated Assets) in each case, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld) of the Collateral Agent, conditioned or delayedthe Administrative Agent, the related Group Agent and with prior written notice to Servicer (on its and the Borrower’s behalf); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and providedhowever, further, that such consent shall not be required if an Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; and (iii) the parties to each such assignment shall execute and deliver to the Collateral Agent, the Administrative Agent, each Group Agent and the Servicer (on its and the Borrower’s behalf), for its acceptance and recording in the Register, an a duly executed and enforceable Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from From and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this AgreementAgreement and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish such rights and be released from such obligations under this Agreement Agreement. In addition, any Lender that constitutes a banking institution may assign all or any portion of its rights (and, including its interest in the case Loans and the security interest in the Pool Receivables or Related Assets) under this Agreement to any Federal Reserve Bank or any central bank having jurisdiction over such Lender without notice to or consent of an Assignment and Acceptance Agreement covering all the Borrower, the Servicer, any other Lender, the Collateral Agent, or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b)Administrative Agent.