Common use of Assignments by a Lender Clause in Contracts

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) pursuant to an Assignment and Assumption Agreement; provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred and is continuing, such assignment shall be subject to the consent of the Borrower in its sole discretion, and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption Agreement, and subject to the recordation thereof in the Register pursuant to Section 2.08(b), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Borrower further agrees that, in the event that this Agreement is amended to increase the amount of Commitments hereunder, the Borrower shall not unreasonably withhold, condition or delay its consent to assign a portion of the Loans; provided, however, that in no event shall the Commitment of the Initial Lender be less than the amount required by Section 10.06(e).

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment or the portion of the Loans at the time owing to it) pursuant to an Assignment documentation acceptable to such Lender, the Administrative Agent and Assumption Agreementthe assignee; provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred and is continuing, such assignment shall be subject to the consent of the Borrower in its sole discretion, and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 1,500,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption Agreement, and subject to the recordation thereof in the Register pursuant to Section 2.08(b)such documentation, such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement. Such , and such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 3.06, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Borrower further agrees that, in Without limiting the event that this Agreement is amended to increase the amount of Commitments hereunderforegoing, the Borrower acknowledges and agrees that the initial Lender shall not unreasonably withholdhave the right to effect one assignment contemplated by this Section 10.06(b) by documenting such assignment as a separate, condition or delay its consent to assign a portion of parallel loan between the Loans; provided, however, that Borrower and the new lender in no event shall the Commitment of the Initial Lender be less than the amount required that would have been assigned using loan documents (which shall include collateral documents and a personal guaranty by the Guarantor) in substantially the same form as the Loan Documents mutatis mutandis and the Borrower agrees promptly upon request therefor by the initial Lender to (1) execute, and to cause the Guarantor and the Company, as applicable, to execute, and deliver to such new lender such documents, opinions and any ancillary documents and/or certifications referred to in Sections 4.01(a)(vii), (ix), (xi), (xii) (or an equivalent margin certification applicable to such new lender), (xiii), (xv), (xvii)(C) and (xviii), in each case, as they relate to such separate, parallel loan and (2) deliver to such new lender copies of each document and/or certification delivered by the Borrower to the Administrative Agent on or prior to the Closing Date pursuant to Section 10.06(e4.01 (other than any Loan Documents or other items delivered pursuant to any subsection of Section 4.01 referred to in clause (1) above).

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified as acceptable by the Borrower in its sole discretion, writing (with a copy to the Administrative Agent)) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by 110 such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower, the Calculation Agent and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement and Collateral Account Control Agreement) as set forth in the Security Agreement and the Collateral Account Control Agreement, respectively, and (II) the Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not require either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to such transfers. The Borrower further hereby agrees that, to execute any such documents that may be reasonably requested to effect such transfers. An Assignment and Assumption shall be delivered to the Administrative Agent together with a processing and recordation fee in the event that this Agreement is amended to increase the amount of Commitments hereunder, $3,500 payable to the Borrower shall not unreasonably withhold, condition or delay its consent to assign a portion of the LoansAdministrative Agent; provided, however, that the Administrative Agent may, in no event its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Administrative Agent shall acknowledge an assignment reasonably promptly upon receipt of an Assignment and Assumption that is executed by the Commitment Borrower (except where such assignment is not subject to the consent of the Initial Lender Borrower pursuant to this Section 10.06(b) and such Assignment and Assumption so specifies, which such specification may be less than relied upon by the amount required by Section 10.06(eAdministrative Agent without further inquiry).

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Persons previously identified by the Borrower in its sole discretion, writing as acceptable) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower further agrees that, and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the event that this Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement is amended to increase and Collateral Account Control Agreement) as set forth in the amount of Commitments hereunderSecurity Agreement and the Collateral Account Control Agreement, respectively, and (II) the Borrower shall deliver to such assignee a Form U-1 or Form G-3 or, if applicable, an amendment to a Form U-1 or Form G-3 previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer of the Borrower (in each case, unless such assignee has confirmed that it does not unreasonably withholdrequire either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06 shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, condition or delay its including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to assign a portion of the Loans; provided, however, such transfers. The Borrower hereby agrees to execute any such documents that in no event shall the Commitment of the Initial Lender may be less than the amount required by Section 10.06(e)reasonably requested to effect such transfers.

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified as acceptable by the Borrower in its sole discretion, writing (with a copy to the Administrative Agent)) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower, the Calculation Agent and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement and Collateral Account Control Agreement) as set forth in the Security Agreement and the Collateral Account Control Agreement, respectively, and (II) the Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not require either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to such transfers. The Borrower further hereby agrees that, to execute any such documents that may be reasonably requested to effect such transfers. An Assignment and Assumption shall be delivered to the Administrative Agent together with a processing and recordation fee in the event that this Agreement is amended to increase the amount of Commitments hereunder, $3,500 payable to the Borrower shall not unreasonably withhold, condition or delay its consent to assign a portion of the LoansAdministrative Agent; provided, however, that the Administrative Agent may, in no event its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Administrative Agent shall acknowledge an assignment reasonably promptly upon receipt of an Assignment and Assumption that is executed by the Commitment Borrower (except where such assignment is not subject to the consent of the Initial Lender Borrower pursuant to this Section 10.06(b) and such Assignment and Assumption so specifies, which such specification may be less than relied upon by the amount required by Section 10.06(eAdministrative Agent without further inquiry).

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) 103 pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified by the Borrower in its sole discretion, writing as acceptable) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower further agrees that, and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the event that this Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement is amended to increase and Collateral Account Control Agreement) as set forth in the amount of Commitments hereunderSecurity Agreement and the Collateral Account Control Agreement, respectively, and (II) the Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not unreasonably withholdrequire either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, condition or delay its including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to assign a portion of the Loans; provided, however, such transfers. 104 The Borrower hereby agrees to execute any such documents that in no event shall the Commitment of the Initial Lender may be less than the amount required by Section 10.06(e)reasonably requested to effect such transfers.

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified by the Borrower in its sole discretion, writing as acceptable) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower further agrees that, and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement as set forth in the event that this Security Agreement is amended to increase and the amount of Commitments hereunderCollateral Account Control Agreement, respectively and (II) the Borrower shall not unreasonably withholddeliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, condition if applicable, an amendment to a Form U-1 or delay Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its consent to assign capacity as a portion Lender hereunder, duly executed by a Responsible Officer of the Loans; providedBorrower (in each case, however, unless such assignee has confirmed that in no event shall the Commitment of the Initial Lender be less than the amount required by Section 10.06(eit does not require either such form).

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified by the Borrower in its sole discretion, writing as acceptable) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower further agrees that, and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the event that this Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of 108 the existing Security Agreement is amended to increase and Collateral Account Control Agreement) as set forth in the amount of Commitments hereunderSecurity Agreement and the Collateral Account Control Agreement, respectively (which joinders shall be executed by the Administrative Agent and the Calculation Agent), and (II) the Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not unreasonably withholdrequire either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, condition or delay its including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to assign a portion of the Loans; provided, however, such transfers. The Borrower hereby agrees to execute any such documents that in no event shall the Commitment of the Initial Lender may be less than the amount required by Section 10.06(e)reasonably requested to effect such transfers.

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified as acceptable by the Borrower in its sole discretion, writing (with a copy to the Administrative Agent)) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a LenderXxxxxx’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such LenderXxxxxx’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Borrower further agrees thatAny assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower, the Calculation Agent and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects ​ 128 to be an Agented Lender in the event that this Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement is amended to increase and Collateral Account Control Agreement) as set forth in the amount of Commitments hereunderSecurity Agreement and the Collateral Account Control Agreement, respectively, and (II) the Borrower shall deliver to such assignee a Form U-1 or Form G-3 Purpose Statement or, if applicable, an amendment to a Form U-1 or Form G-3 Purpose Statement previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not unreasonably withholdrequire either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, condition or delay its including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to assign a portion such transfers. The Borrower hereby agrees to execute any such documents that may be reasonably requested to effect such transfers. The Administrative Agent shall acknowledge an assignment reasonably promptly upon receipt of an Assignment and Assumption that is executed by the Borrower (except where such assignment is not subject to the consent of the Loans; providedBorrower pursuant to this Section 10.06(b) and such Assignment and Assumption so specifies, however, that in no event shall which such specification may be relied upon by the Commitment of the Initial Lender be less than the amount required by Section 10.06(eAdministrative Agent without further inquiry).

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified as acceptable by the Borrower in its sole discretion, writing (with a copy to the Administrative Agent)) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a LenderXxxxxx’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such LenderXxxxxx’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower, the Calculation Agent and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement and Collateral Account Control Agreement) as set forth in the Security Agreement and the Collateral Account Control Agreement, respectively, and (II) the ​ Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not require either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to such transfers. The Borrower further hereby agrees that, in the event to execute any such documents that this Agreement may be reasonably requested to effect such transfers. The Administrative Agent shall acknowledge an assignment reasonably promptly upon receipt of an Assignment and Assumption that is amended to increase the amount of Commitments hereunder, executed by the Borrower shall (except where such assignment is not unreasonably withhold, condition or delay its subject to the consent to assign a portion of the Loans; providedBorrower pursuant to this Section 10.06(b) and such Assignment and Assumption so specifies, however, that in no event shall which such specification may be relied upon by the Commitment of the Initial Lender be less than the amount required by Section 10.06(eAdministrative Agent without further inquiry).. ​

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified by the Borrower in its sole discretion, writing as acceptable) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect 125 to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower further agrees that, and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the event that this Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement is amended to increase and Collateral Account Control Agreement) as set forth in the amount of Commitments hereunderSecurity Agreement and the Collateral Account Control Agreement, respectively (which joinders shall be executed by the Administrative Agent and the Calculation Agent), and (II) the Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not unreasonably withholdrequire either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, condition or delay its including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to assign a portion of the Loans; provided, however, such transfers. The Borrower hereby agrees to execute any such documents that in no event shall the Commitment of the Initial Lender may be less than the amount required by Section 10.06(e)reasonably requested to effect such transfers.

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified as acceptable by the Borrower in its sole discretion, writing (with a copy to the Administrative Agent)) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower, the Calculation Agent and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible ​ ​ Assignee elects to be an Agented Lender in the Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement and Collateral Account Control Agreement) as set forth in the Security Agreement and the Collateral Account Control Agreement, respectively, and (II) the Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not require either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to such transfers. The Borrower further hereby agrees that, to execute any such documents that may be reasonably requested to effect such transfers. An Assignment and Assumption shall be delivered to the Administrative Agent together with a processing and recordation fee in the event that this Agreement is amended to increase the amount of Commitments hereunder, $3,500 payable to the Borrower shall not unreasonably withhold, condition or delay its consent to assign a portion of the LoansAdministrative Agent; provided, however, that the Administrative Agent may, in no event its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Administrative Agent shall acknowledge an assignment reasonably promptly upon receipt of an Assignment and Assumption that is executed by the Commitment Borrower (except where such assignment is not subject to the consent of the Initial Lender Borrower pursuant to this Section 10.06(b) and such Assignment and Assumption so specifies, which such specification may be less than relied upon by the amount required by Section 10.06(eAdministrative Agent without further inquiry).

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreement; provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified by the Borrower in its sole discretion, writing as acceptable) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption Agreement, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), the applicable Eligible Assignee shall execute and deliver to the Borrower further agrees that, and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement as set forth in the event that this Security Agreement is amended to increase and the amount of Commitments hereunderCollateral Account Control Agreement, the Borrower shall not unreasonably withhold, condition or delay its consent to assign a portion of the Loans; provided, however, that in no event shall the Commitment of the Initial Lender be less than the amount required by Section 10.06(e)respectively.

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified as acceptable by the Borrower in its sole discretion, writing (with a copy to the Administrative Agent)) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Borrower further agrees thatAny assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower, the Calculation Agent and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the event that this Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement is amended to increase and Collateral Account Control Agreement) as set forth in the amount of Commitments hereunderSecurity Agreement and the Collateral Account Control Agreement, respectively, and (II) the Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not unreasonably withholdrequire either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as 120 ​ the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, condition or delay its including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to assign a portion such transfers. The Borrower hereby agrees to execute any such documents that may be reasonably requested to effect such transfers. The Administrative Agent shall acknowledge an assignment reasonably promptly upon receipt of an Assignment and Assumption that is executed by the Borrower (except where such assignment is not subject to the consent of the Loans; providedBorrower pursuant to this Section 10.06(b) and such Assignment and Assumption so specifies, however, that in no event shall which such specification may be relied upon by the Commitment of the Initial Lender be less than the amount required by Section 10.06(eAdministrative Agent without further inquiry).. ​

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified by the Borrower in its sole discretion, writing as acceptable) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement. Such Lender shall; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease entitlement to be receive a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Borrower further agrees that, in the event that this Agreement is amended to increase the amount of Commitments hereunder, the Borrower shall not unreasonably withhold, condition or delay its consent to assign a portion of the Loans; provided, however, that in no event shall the Commitment of the Initial Lender be less than the amount required by Section 10.06(e).greater payment results

Assignments by a Lender. A Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to itit or Commitments hereunder held by it at the time) pursuant to an Assignment and Assumption Agreementwith the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that unless an Event of Default under Section 8.01(a), (e) or (f) has occurred exists and is continuingcontinuing or such assignment is to Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed (and which will be deemed given with respect to the Lenders previously identified by the Borrower in its sole discretion, writing as acceptable) and each such assignment pursuant to this Section 10.06(b) shall be either (i) in an aggregate amount of not less than $10,000,000 or (ii) an assignment of all of a Lender’s rights and obligations hereunder. From and after the effective date specified in the Assignment and Assumption AgreementAssumption, and subject to the recordation thereof in the Register pursuant to Section 2.08(b2.10(a), such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Lender, have the rights and obligations of such Lender under this Agreement; provided that such Eligible Assignee shall not be entitled to receive greater amounts pursuant to Section 3.01 than those to 113 1661860.04-NYCSR03A - MSW which such Eligible Assignee’s assignor would have been entitled, at the time of the assignment, had no such assignment been made, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the assignment was effected. Such Lender shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment of all of such Lender’s rights and obligations under this Agreement, shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 (subject to the limitations and exceptions contained therein) with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to such Lender and the assignee (with a copy to the Administrative Agent), and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. The Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection (b) shall be treated for purposes of this Agreement as sale by such Lender of a participation in such rights and obligations in accordance with subsection (c) of this Section 10.06. Upon any assignment pursuant to this Section 10.06(b), (I) the applicable Eligible Assignee shall execute and deliver to the Borrower further agrees that, and the Administrative Agent a joinder to each of the Security Agreement and the Collateral Account Control Agreement (unless (x) such Eligible Assignee elects to be an Agented Lender in the event that this Assignment and Assumption entered into by such Eligible Assignee or (y) such Eligible Assignee is an existing Lender and such joinders are not required as a result of the existing Security Agreement is amended to increase and Collateral Account Control Agreement) as set forth in the amount of Commitments hereunderSecurity Agreement and the Collateral Account Control Agreement, respectively (which joinders shall be executed by the Administrative Agent and the Calculation Agent), and (II) the Borrower shall deliver to such assignee a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx or, if applicable, an amendment to a Form U-1 or Form X-0 Xxxxxxx Xxxxxxxxx previously delivered to such assignee in its capacity as a Lender hereunder, duly executed by a Responsible Officer (in each case, unless such assignee has confirmed that it does not unreasonably withholdrequire either such form). Any Lender that assigns any or all of its Loans pursuant to this Section 10.06(b) shall (unless and for so long as the applicable Eligible Assignee elects to be an Agented Lender) cooperate in good faith with the Agents to effect transfers of Collateral to Collateral Accounts under the control of such Eligible Assignee, condition or delay its including, for the avoidance of doubt, by submitting written instructions to the Custodian to effect the relevant transfers, and the assigning Lender and such Eligible Assignee hereby consent to assign a portion of the Loans; provided, however, such transfers. The Borrower hereby agrees to execute any such documents that in no event shall the Commitment of the Initial Lender may be less than the amount required by Section 10.06(e)reasonably requested to effect such transfers.