Common use of Assignments by Xxxxxx Clause in Contracts

Assignments by Xxxxxx. The Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment and the Loan outstanding); provided that the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any such assignment unless (i) an Event of Default has occurred and is continuing at the time of such assignment or (ii) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender within five (5) Business Days after having received notice thereof. From and after the effective date of any such assignment, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned, be released from its obligations under this Agreement (and, in the case of an assignment and covering all of the assigning Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, and 9.04 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 a Note to the assignee Lender. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with Section 9.06(d).

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (other than a Disqualified Institution unless an Event of Default under Section 11.01(a) or (h) has occurred and is continuing) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that (i) no such assignment shall be made to any Obligor, any Affiliate of any Obligor, or any employees or directors of any Obligor at any time, and (ii) no such assignment shall be made without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any such assignment unless (i) an Event of Default has occurred and is continuing at the time of such assignment or (ii) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice Agent. Subject to the recording thereof by the Lender within five (5) Business Days after having received notice thereof. From pursuant to Section 14.05(d), from and after the effective date of any such assignmentspecified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d14.05(e).

Assignments by Xxxxxx. The Lender may Neither this Lease nor any interest of the Lessee herein shall, at any time assign after the date hereof, without the prior written consent of the Trustee, be mortgaged, pledged, assigned or transferred by the Lessee by voluntary act or by operation of law, or otherwise, except as specifically provided herein. The Lessee shall at all times remain liable for the performance of the covenants and conditions on its part to one be performed, notwithstanding any assigning, transferring or more assignees all subletting which may be made with such consent. The Lessee shall have the right, without notice to or a portion consent of its rights and obligations under this Agreement and the other Loan Documents (including all Lessor, the Trustee or a any owner of Bonds, to further sublease or permit the use of any specified portion of the Commitment and Leased Property only to or for the Loan outstandingbenefit of any other “public bodies” (as such term is defined in the Act); provided that , the consent State of Utah or any other entities permitted as sublessees of a project now or hereafter permitted or authorized by the Act, including but not limited to Section 17D-2-403(1)(b) of the Borrower (such consent not to be unreasonably withheld or delayed) Act, but nothing herein contained shall be required for construed to relieve the Lessee from its obligation to pay Rentals as provided in this Lease or relieve the Lessee from any such assignment unless (i) an Event of Default has occurred and is continuing at the time of other obligations contained herein; provided, however, that no such assignment or (ii) such assignment is to an existing Lender sublease may be made if the use of the Leased Property by the assignee or an Affiliate sublessee will affect the validity of an existing Lender or an Approved Assignee; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender within five (5) Business Days after having received notice thereofthis Lease. From and after the effective date of any Any such assignment, sublease or license shall require the assignee thereunder shall be a party assignee, sublessee or licensee to this Agreement andexecute an acceptable attornment agreement with the Lessee and the Trustee and to assume all of the terms, covenants and agreements of the Lessee hereunder to the extent of the interest portion of the Leased Property so assigned, have the rights and obligations sublet or licensed; provided, however, that where portions of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest Leased Property have been so assigned, be released from its obligations under this Agreement (and, in the case of an assignment and covering all of the assigning Lender’s rights and obligations under this Agreementsublet or licensed, the Lender shall cease to be a party hereto but Lessee shall continue to be entitled responsible for the payment of Rentals due under this Lease. The Lessor may execute any and all instruments necessary and proper in connection therewith. The Lessee hereby agrees (a) to the benefits direct all of Sections 3.01its permitted sublessees, 3.04assignees and transferees to pay all rentals and other amounts due under any sublease, and 9.04 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 a Note to the assignee Lender. Any assignment or transfer permitted by this Section 10.01 directly to the Trustee for deposit into the Bond Fund and (b) to pay any of such amounts received by the Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated Lessee directly to the Trustee for purposes of this Agreement as a sale by deposit into the Lender of a participation in such rights and obligations in accordance with Section 9.06(d)Bond Fund.

Assignments by Xxxxxx. The Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment and the Loan outstanding); provided that Loans) with the prior written consent of the Borrower (such Borrower, which consent shall not to be unreasonably withheld or delayed) ; provided that no such consent shall be required for any such an assignment unless (i) to an Event Affiliate of the Lender, or, if a Default has occurred and is continuing at continuing, any other Person. In the time event of any such assignment or (ii) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided thatassignment, the Borrower shall Lender and the assignee or assignees may enter such intercreditor arrangements as they may determine to be deemed to have consented to any such assignment unless it shall object thereto by written notice to necessary or advisable for the Lender within five (5) Business Days after having received notice thereofpurpose of determining voting rights and similar issues hereunder. From and after the effective date of any such assignmentspecified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 5 and 9.04 10.3 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 a Note to the assignee Lender. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with Section 9.06(d).

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (or, if an Event of Default under Section 11.01(a), (b) or (h) has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that (i) no such assignment shall be made to any Defaulting Lender, any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent; provided that the consent of the Administrative Agent shall not be required for any assignment to a Lender or an Affiliate of a Lender. The consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any such assignment unless (ix) an Event of Default has occurred and is continuing at the time of such assignment or (iiy) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved AssigneeEligible Transferee; provided that, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender Administrative Agent within five ten (510) Business Days after having received written notice thereof; provided further that the consent of the Borrower shall not be required for any assignment to (x) Oaktree Capital Management, L.P. or any of its managed funds or accounts, (y) any Affiliate of the foregoing, or (z) any OMERS Lender, in each case that is not a Defaulting Lender. From Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the effective date of any such assignmentAssignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with Section 9.06(d).or

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (or, if an Event of Default under Section 11.01(a), 11.01(b) or 11.01(h) has occurred and is continuing, or with the prior written consent of the Borrower in its sole and absolute discretion, to any Person that is not a Defaulting Lender) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any such assignment unless (ix) an Event of Default has occurred and is continuing at the time of such assignment or (iiy) such assignment is to an existing Lender or an Affiliate Eligible Transferee described in clause (vi) of an existing Lender or an Approved Assigneethe definition thereof); provided that, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender Administrative Agent within five ten (510) Business Days after having received written notice thereof. From Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the effective date of any such assignmentAssignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d14.05(e). If an assignee is not a Lender, the assignee shall provide the Administrative Agent with all “know your customer” documents requested by the Administrative Agent pursuant to anti-money laundering rules and regulations.

Assignments by Xxxxxx. The Lender may at not assign any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and without the other Loan Documents (including all or a portion of the Commitment and the Loan outstanding); provided that the prior written consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) ); provided, that no such consent shall be required for with respect to any such assignment unless (i) to any Person who is an Affiliate of Lender or an Affiliated Fund of Lender; or (ii) to any Person at any time an Event of Default has occurred and is continuing at the time of such assignment or (ii) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice continuing. Subject to the Lender within five (5) Business Days after having received notice thereof. From acceptance and recording thereof by Xxxxxx in the Register, from and after the effective date of any such assignment, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment and covering all of the assigning Lender’s rights and obligations under this Agreement, the such assigning Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.013.3, 3.04, 3.4 and 9.04 10.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon requestIn the event of any assignment by Lender of all or any portion of Xxxxxx’s Loans, Lender is authorized to update this agreement to reflect the Borrower (at its expense) shall execute fact there is more than one Lender without Borrower’s consent and deliver a Note to add an additional Schedule hereto reflecting the assignee principal amount of Loans held by each such Lender. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Subsection 10.3.2 shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with Subsection 10.3.3 of this Section 9.06(d)10.3.

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (other than a Disqualified Institution unless an Event of Default under Section 11.01(a) or (h) has occurred and is continuing) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that (i) no such assignment shall be made to any Obligor, any Affiliate of any Obligor, or any employees or directors of any Obligor at any time, and (ii) no such assignment shall be made without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any such assignment unless (i) an Event of Default has occurred and is continuing at the time of such assignment or (ii) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice Agent. Subject to the recording thereof by the Lender within five (5) Business Days after having received notice thereof. From pursuant to Section 14.05(d), from and after the effective date of any such assignmentspecified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d14.05(e).. (c)

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (other than (x) a Disqualified Institution, unless an Event of Default under Section 11.01(a), (d) (solely with respect to Section 10.01 ) or (h) has occurred and is continuing or (y) a Competitor) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that (i) no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor or to any natural Person at any time, (ii) no such assignment shall be made without the prior written consent of the Borrower Agent and (such consent not to be unreasonably withheld or delayediii) shall be required for any such assignment unless (ix) an Event of Default under Section 11.01(a), (d) (solely with respect to Section 10) or (h) has occurred and is continuing at the time of such assignment or (iiy) such assignment is to an existing a Lender or an Affiliate of an existing a Lender or an Approved Assignee; Eligible Transferee, no such assignment shall be made to any Person without the prior written consent of Borrower (not to be unreasonably withheld, conditioned or delayed) provided that, the that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender Agent within five (5) Business Days after having received written notice thereof. From Subject to the payment by the assigning Lender of a processing and recordation fee of $3,500 (which may be waived by the Agent in its sole discretion) and the recording thereof by the Lender pursuant to Section 14.05(d), from and after the effective date of any such assignmentspecified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d14.05(e).

Assignments by Xxxxxx. The Lender may at may, after the Certain Funds Period and on 45 days prior written notice (which notice shall include, among other things, the identity of any time proposed assignee) to the Borrower, assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the its Commitment and the Loan outstandingat the time owing to it); provided that the consent of the Borrower (no such consent not to be unreasonably withheld or delayed) notice shall be required for any such an assignment unless (i) to an Event Affiliate of the Lender, an Approved Fund or, if a Default has occurred and is continuing at continuing, any other Person. In the time event of any such assignment or (ii) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided thatassignment, the Borrower shall Lender and the assignee or assignees may enter such intercreditor arrangements as they may determine to be deemed to have consented to any such assignment unless it shall object thereto by written notice to necessary or advisable for the Lender within five (5) Business Days after having received notice thereofpurpose of determining voting rights and similar issues hereunder. From and after the effective date of any such assignmentspecified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 5 and 9.04 11.02 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 a Note to the assignee Lender. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with Section 9.06(d).

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that (i) no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any such assignment unless (ix) an a Default or Event of Default has occurred and is continuing at the time of such assignment or (iiy) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved AssigneeEligible Transferee); provided that, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender Administrative Agent within five (5) Business Days after having received written notice thereof; provided further that the consent of the Borrower shall not be required for any assignment to (x) Oaktree Capital Management, L.P. or any of its managed funds or accounts or (y) any Affiliate of the foregoing. From Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the effective date of any such assignmentAssignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such -130- 4882-5123-79004861-6868-3896 v.123 Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d14.05(e).

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees all or a portion of its rights and obligations under this Agreement (including Loans at the time owing to it) and the other Loan Documents (including all or a portion of the Commitment and the Loan outstanding)Documents; provided that (i) no such assignment shall be made to any Loan Party, any Affiliate of any Loan Party, any employees or directors of any Loan Party or to any natural Person at any time and (ii) no such assignment shall be made without the prior written consent of the Agent and, unless an Event of Default has occurred and is continuing or such assignment is made to a Lender, an Affiliate of a Lender or an Approved Fund, the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) ). The assigning Xxxxxx and the assignee thereof shall execute and deliver to the Agent an Assignment and Assumption together with an administrative questionnaire with respect to the assignee Lender and such forms or certificates with respect to tax withholding matters as the assignee under such Assignment and Assumption may be required for any such assignment unless to deliver to Agent pursuant to Section 3.03. Subject to the payment by the assigning Lender of a processing and recordation fee of $3,500 (i) an Event of Default has occurred which may be waived by the Agent in its sole and is continuing at absolute discretion), the time of such assignment or (ii) such assignment is to an existing Lender or an Affiliate receipt by the Agent of an existing Lender or an Approved Assignee; provided thatexecuted Assignment and Assumption and the recording thereof by the Agent pursuant to Section 11.07(d), the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender within five (5) Business Days after having received notice thereof. From from and after the effective date of any such assignmentspecified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, and in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Article 3 and 9.04 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 a Note to the assignee LenderSection 11.08. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 11.07(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d11.07(e).)

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that (i) no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time, and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any such assignment unless (ix) an a Default or Event of Default has occurred and is continuing at the time of such assignment or (iiy) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved AssigneeEligible Transferee; provided that, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender Administrative Agent within five (5) Business Days after having received written notice thereof; provided further that the consent of the Borrower shall not be required for any assignment to (x) Oaktree Capital Management, L.P. or any of its managed funds or accounts or (y) any Affiliate of the foregoing. From Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the effective date of any such assignmentAssignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d14.05(e).

Assignments by Xxxxxx. The (i) Any Lender may at any time assign to one or more assignees Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person other than a natural person) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that (i) no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time, and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any such assignment unless (ix) an Event of Default has occurred and is continuing at the time of such assignment or (iiy) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved Assigneea Lender; provided that, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender Administrative Agent within five (5) Business Days after having received written notice thereof; provided, further, that the consent of the Borrower shall not be required for any assignment by an Oaktree Lender to a Third Party unless such assignment would result in Oaktree Lenders, on their own, being entitled to exercise voting rights in respect of aggregate Commitments and Loans outstanding below the threshold required to constitute Majority Lenders. From Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the effective date of any such assignmentAssignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d2.01(a)(ii).

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (or, if an Event of Default under Section 11.01(a) or 11.01(h) has occurred and is continuing, or with the prior written consent of the Borrower in its sole and absolute discretion, to any Person that is not a Defaulting Lender) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and no such assignment shall be made without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) provided, further, that no consent of the Administrative Agent shall be required if such assignment is to any Affiliate of a Lender or such Xxxxxx’s or Affiliate’s managed funds or accounts. The consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any such assignment unless (ix) an Event of Default has occurred and is continuing at the time of such assignment or (iiy) such assignment is to an existing Lender or an Affiliate Eligible Transferee described in clause (vi) of an existing Lender or an Approved Assigneethe definition thereof); provided that, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender Administrative Agent within five (5) Business Days after having received written notice thereof. From Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the effective date of any such assignmentAssignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d14.05(e). If an assignee is not a Lender, the assignee shall provide the Administrative Agent with all “know your customer” documents requested by the Administrative Agent pursuant to anti-money laundering rules and regulations.

Assignments by Xxxxxx. The Any Lender may at any time assign to one or more assignees Eligible Transferees (or, if an Event of Default under Section 11.01(a), 11.01(b) or 11.01(h) has occurred and is continuing, or with the prior written consent of the Borrower in its sole and absolute discretion, to any Person that is not a Defaulting Lender) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loans at the time owing to it) and the other Loan outstanding)Documents; provided that no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any such assignment unless (ix) an Event of Default has occurred and is continuing at the time of such assignment or (iiy) such assignment is to an existing Lender or an Affiliate Eligible Transferee described in clause (vi) of an existing Lender or an Approved Assigneethe definition thereof); provided that, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender Administrative Agent within five ten (510) Business Days after having received written notice thereof. From Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the effective date of any such assignmentAssignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assignedassigned by such Assignment and Assumption, have the rights and obligations of the Lender under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assignedassigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 3.01, 3.04, Section 5 and 9.04 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 a Note to the assignee LenderSection 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection Section 14.05(b) shall be treated for purposes of this Agreement as a sale by the such Lender of a participation in such rights and obligations in accordance with Section 9.06(d).14.05