Common use of Elevation Clause in Contracts

Elevation. 15.1 Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; and the date on which such Assignee becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 At the time of Elevation, the Elevation Transfer Fee (if any) shall be paid by Seller to the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an Elevation. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Section 15 of the Standard Terms is hereby amended and restated as follows: Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an a “Permitted Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; and the date on which such Permitted Assignee becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may not request an Elevation pursuant would contravene any law, rule, order or regulation applicable to this Section 15.1. 15.2 An either Party, the Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 will not be permitted. Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) the applicable Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 . At the time of Elevation, Buyer and the applicable Seller shall each pay its applicable share of any applicable Elevation Transfer Fee (if any) shall be paid by Seller to Fee, as specified in Section G.1 of the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an ElevationTransaction Specific Terms. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) the applicable Seller's ’s obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. Any payment made by the Buyer to the Seller under this Section 15 shall be paid as an Administrative Expense (as defined in the Indenture) in accordance with the priority of payments set forth in Section 11.1 of the Indenture. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all relevant Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion part of the Participation who is mutually acceptable to the Parties (any such Entity or Buyer, an a “Permitted Assignee”) to become a Lender under the a Credit Agreement with respect to all or any part of the related Transferred Rights (an “Elevation”; and the date on which such Permitted Assignee becomes a Lender under the such Credit Agreement, the “Elevation Date”); provided that, (x) if any Agent Expense Amount Funding Advance or any other fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant shall not be permitted with respect to the terms of Section 11.1(c). 15.3 relevant Loans and/or Commitments, as applicable, and (y) if an Elevation would contravene any law, rule, order or regulation applicable to either Party, an Elevation shall not be permitted with respect to the relevant Loans and/or Commitments, as applicable. Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 . At the time of Elevation, the Buyer and Seller shall each pay its applicable share of any applicable Elevation Transfer Fee (if any) shall be paid by Seller to Fee, as specified in Section G.1 of the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an ElevationTransaction Specific Terms. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's ’s obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Section 15 of the Standard Terms is hereby amended and restated as follows: Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an a “Permitted Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; and the date on which such Permitted Assignee becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, (x) if any Agent Expense Amount Funding Advance or any other fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may the Elevation will not request be permitted, and (y) if an Elevation pursuant would contravene any law, rule, order or regulation applicable to this Section 15.1. 15.2 An either Party, the Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 will not be permitted. Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 . At the time of Elevation, the Buyer and Seller shall each pay its applicable share of any applicable Elevation Transfer Fee (if any) shall be paid by Seller to Fee, as specified in Section G.1 of the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an ElevationTransaction Specific Terms. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's ’s obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; and the date on which such Assignee becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer▇▇▇▇▇, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 At the time of Elevation, the Elevation Transfer Fee (if any) shall be paid by Seller to the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an Elevation. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Section 15 of the Standard Terms is hereby amended and restated as follows: Subject to the terms and provisions of the Credit Documents Agreements and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use take such commercially reasonable efforts and to take such actions as are necessary to cause (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable), to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the applicable Credit Agreement with respect to all or any part of the Transferred Rights Loans (an “Elevation”; and the date on which such Assignee Buyer becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant . Without limitation to the terms foregoing, Seller shall notify the Agent with respect to each Loan of Section 11.1(c). 15.3 the actual or proposed Elevation of the relevant Loan on or promptly following the Settlement Date. Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 . At the time of Elevation, the Buyer shall pay any applicable Elevation Transfer Fee (if any) shall be paid by Seller pursuant to Section G.1 of the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an ElevationTransaction Specific Terms. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's ’s obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Subject (A) Following payment of the Payment Claim or any Additional Payment Claim, the Guarantor may at any time by notice in writing to the terms Lender require the Lender to assign absolutely (by way of sale not security) to the Guarantor all the Lender's right, title and provisions of interest to the Credit Documents Covered EMFS Facility and any applicable law or regulation, ifto take all steps relating thereto that the Guarantor may reasonably request including: (a1) an Elevation would constitute executing a Specified Permitted Transfer, upon deed of assignment in favour of the request or deemed request, Guarantor in such form as applicable, of Buyer, orthe Guarantor may reasonably require; and (b2) an Elevation would delivering a written notice of assignment to the Borrower or any other person. (B) If following such assignment the Guarantor receives, collects or recovers (including via set-off) any money not constitute attributable to the Outstanding Guaranteed Balance or to any default or late payment interest arising on the Outstanding Guaranteed Balance, the Guarantor shall promptly pay to the Lender a Specified Permitted Transfersum equal to such money, upon having first deducted any costs incurred by the Guarantor in relation to any recovery efforts. (C) The Lender acknowledges and agrees that as part of the Guarantor's arrangements with HMT, the Guarantor will assign to HMT all of the Guarantor's right, title and interest in and to: (1) the EMFS Guarantee; (2) any subrogation or other equitable rights referred to in Clause 6.3; and (3) the Covered EMFS Financing (whether before or after the assignment referred to in paragraph (A) above), and the Lender shall at the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld Guarantor (or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to HMT) take such actions as are necessary action (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, delivering a written notice of assignment to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; and the date on which such Assignee becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due and payable Borrower or any other obligations are due and owing person) as the Guarantor (or HMT) may reasonably request in relation to Seller by Buyer, Buyer may not request an Elevation the foregoing. (D) Following any assignment made pursuant to this Section 15.1. 15.2 An Elevation Clause 6.4, the Lender shall promptly provide any assistance and/or take any step which the Guarantor (or HMT) may also occur pursuant at any time and from time to time reasonably request in relation to the terms of Section 11.1(c). 15.3 Upon Covered EMFS Financing, the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all Borrower and/or any of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect subject matter of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 At the time of Elevation, the Elevation Transfer Fee (if any) shall be paid by Seller to the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an Elevation. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights including in relation to any enforcement or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1recoveries steps. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 (a) Subject to the terms and provisions of the Credit Transaction Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transferwith respect to each Participation Interest, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party Seller agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), ) as soon as reasonably practicable) to cause, to cause as soon as practicable, Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender (under and as defined in the relevant Credit Agreement Agreement) with respect to all or any part of the Transferred Rights (an “Elevation”; and ) no later than 150 days following the date on which such Assignee becomes a Lender under the Credit Agreement, Settlement Date (the “Elevation Date”); ) or as soon as reasonably practicable thereafter, provided that, if an Elevation would contravene any Agent Expense Amount law, rule, order or regulation applicable to either party hereto, the other party may not request an Elevation. (b) Seller shall pay all transfer fees and other expenses payable in connection with an Elevation. Buyer will make best efforts to cooperate with Seller in connection therewith. (c) Subject to the terms and provisions of the Transaction Documents and any fees applicable law or amounts shall then be due regulation, if: (i) Seller is dissolved notwithstanding the foregoing; (ii) Seller or a direct or indirect parent company of Seller has become the subject of a proceeding under any debtor relief law or has had appointed for it a received, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization of liquidation of its business or assets, including any governmental authority acting in such a capacity; or (iii) an Event of Default (as defined in the Loan Agreement) has occurred and payable is continuing under the Loan Agreement, Seller agrees to use commercially reasonable efforts to cause an Elevation, provided that, if an Elevation would contravene any law, rule, order or any regulation applicable to either party hereto, the other obligations are due and owing to Seller by Buyer, Buyer party may not request an Elevation pursuant and Buyer shall not be required to this Section 15.1cause an Elevation. 15.2 An Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 (d) Upon the date of Elevation Date, and to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16terminate. 15.4 At the time of Elevation, the Elevation Transfer Fee (if any) shall be paid by Seller to the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an Elevation. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Section 15 of the Standard Terms is hereby amended and restated as follows: Subject to the terms and provisions of the Credit Documents Agreements and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use take such commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, ) to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the applicable Credit Agreement with respect to all or any part of the Transferred Rights Loans (an “Elevation”; and the date on which such Assignee Buyer becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that) as soon as reasonably practicable, if and in any Agent Expense Amount event within ninety (90) days of the Settlement Date. Without limitation to the foregoing, (i) upon the Elevation of any Loan, Seller shall deliver an assignment and the Credit Documents with respect to the related Collateral Obligation in its possession to or any fees or amounts shall then be due and payable or any other obligations are due and owing to Seller as directed by the Buyer, Buyer may not request an Elevation pursuant and (ii) Seller shall notify the agent bank and Borrower with respect to each Loan of the proposed Elevations on the date of this Section 15.1. 15.2 An Elevation may also occur pursuant Agreement (except to the terms of Section 11.1(cextent that it has provided any such notice prior to the date hereof). 15.3 . Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 . At the time of Elevation, the Buyer shall pay any applicable Elevation Transfer Fee (if any) shall be paid by Seller pursuant to Section G.1 of the Agent and ▇▇▇▇▇ shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an ElevationTransaction Specific Terms. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's ’s obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.