Common use of Lender Assignments Clause in Contracts

Lender Assignments. Subject to subsection (d) of this Section, a Lender (with the consent of the Administrative Agent, such consent not to be unreasonably withheld, and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); and (ii) on or after the occurrence and continuation of an Event of Default, (x) to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person (other than the Administrative Agent as set forth above), or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspended.

Lender Assignments. Subject to subsection (d) of this Section, a Lender (with the consent of the Administrative Agent, such consent not to be unreasonably withheld, and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); and (ii) on or after the occurrence and continuation of an Event of Default, (x) to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person (other than the Administrative Agent as set forth above), or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspended.

Lender Assignments. Subject Each Lender may assign to subsection (d) one or more Eligible Assignees all or a portion of its rights and obligations under this SectionCredit Agreement, a Lender (the Revolving Notes and the other Credit Documents, with the consent of the Administrative Agent, such consent Agent (not to be unreasonably withheld), and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all provided that no Default or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) Default has occurred and is continuing with the consent of the Borrower, which consent shall Borrowers (not to be unreasonably withheld), conditionedand upon execution and delivery to the Agent, for its acceptance and recording in the Register, of an agreement in substantially the form of Exhibit N (an "ASSIGNMENT AND ASSUMPTION AGREEMENT"), together with surrender of any Revolving Note or delayedRevolving Notes subject to such assignment and a processing and recordation fee of $3,500.00, or (y) to any Disqualified Institution with PROVIDED, that each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Credit Agreement, the prior written consent Revolving Notes and the other Credit Documents. No such assignment shall be for less than $5,000,000 of the Borrower (in its sole Commitments unless it is to another Lender. Upon such execution and absolute discretion); delivery of the Assignment and (ii) on or Assumption Agreement to the Agent and the payment to the Agent of such processing and recordation fee, from and after the occurrence date specified as the effective date in the Assignment and continuation of an Event of DefaultAssumption Agreement (the "ACCEPTANCE DATE"), (x) the assignee thereunder shall be a party hereto, and, to any Person the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, such assignee shall have the rights and obligations of a Lender hereunder and (whether or not an Eligible Assigneey) other than a Disqualified Institution without the consent of assignor thereunder shall, to the Borrower or any Person extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights (other than the Administrative Agent as set forth above), or any rights it may have pursuant to Section 11.10 which will survive) and be released from its obligations under this Credit Agreement (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the rightand, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms case of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed covering all or the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (This Section does not apply to branches and Affiliates of a Lender, it being understood that a Lender may make, carry or transfer Revolving Loans at or for the account of any of its branch offices or Affiliates without consent of the Borrowers, the Agent or any Lender.) By executing and delivering an Assignment and Assumption Agreement, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Revolving Notes or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other Credit Parties or the performance or observance by the assignor LenderBorrowers or any other Credit Parties of any of their obligations under this Credit Agreement or any other instrument or document furnished pursuant hereto, (iii) such assignee confirms that it is an Eligible Assignee and has received a copy of this Credit Agreement, together with copies of the Financial Statements referred to in Section 6.1(i), the Financial Statements delivered pursuant to Section 7.1(a), if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the Administrative time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent has been delivered to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto and recorded (vi) such assignee agrees that it will perform in accordance with their terms all of the Register. Notwithstanding obligations which by the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated terms of this Credit Agreement are required to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspendedas a Lender.

Lender Assignments. Subject to subsection (d) of this Section, a Lender (with the consent of the Administrative Agent, such consent not to be unreasonably withheld, and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); and (ii) on or after the occurrence and continuation of an Event of Default, (x) to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person (other than the Administrative Agent as set forth above), or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspended.

Lender Assignments. Subject Each Lender shall have the right at any time to subsection sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Revolving Commitment and Loans owing to it and any participations in Letters of Credit that it has purchased (dprovided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Revolving Commitments) to a Person (A) with the Required Ratings and (B) who also (1) meets the criteria of clause (i) of this Section, a Lender (with the consent definition of the Administrative Agentterm of “Eligible Assignee” or (2) meets the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and, solely in the case of this clause (2) (or an Eligible Assignee not satisfying the Required Ratings requirement in clause (A) above), is consented to by the Borrower and the Issuing Banks (such consent not to be unreasonably withheld, and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, withheld or delayed, delayed or (y) to in the case of Borrower, required at any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); and (ii) on or after the occurrence and continuation of time an Event of DefaultDefault pursuant to Section 8.1(a) (Failure to Make Payments When Due), Section 8.1(e) (xInvoluntary Bankruptcy; Appointment of Receiver, Etc.) or Section 8.1(f) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing); provided further that the Borrower shall be deemed to have consented to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person (other than the Administrative Agent as set forth above), or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) unless it shall be effective when an Assignment and Assumption Agreement executed object thereto by the assignor Lender, assignee Lender and the Administrative Agent has been delivered written notice to the Administrative Agent and recorded within ten (10) Business Days after having received notice thereof. Any assignment in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any violation of this Section 10.7(c)(i) (Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1Assignments) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspendednull and void.

Lender Assignments. Subject Each Lender may assign to subsection (d) one or more banks or other financial institutions all or a portion of its rights and obligations under this SectionCredit Agreement, a Lender (the Revolving Notes and the other Credit Documents, with the consent of the Administrative Agent, such consent Agent (not to be unreasonably withheld), and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all provided that no Default or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) Default has occurred and is continuing with the consent of the Borrower, which consent shall Borrowers (not to be unreasonably withheld), conditionedand upon execution and delivery to the Agent, for its acceptance and recording in the Register, of an agreement in substantially the form of Exhibit N (an "ASSIGNMENT AND ASSUMPTION AGREEMENT"), together with surrender of any Revolving Note or delayed, or (y) Revolving Notes subject to any Disqualified Institution with the prior written consent such assignment and a processing and recordation fee of $2,500.00. No such assignment shall be for less than $5,000,000 of the Borrower (in its sole Commitments unless it is to another Lender. Upon such execution and absolute discretion); delivery of the Assignment and (ii) on or Assumption Agreement to the Agent, from and after the occurrence date specified as the effective date in the Assignment and continuation of an Event of DefaultAssumption Agreement (the "ACCEPTANCE DATE"), (x) the assignee thereunder shall be a party hereto, and, to any Person the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, such assignee shall have the rights and obligations of a Lender hereunder and (whether or not an Eligible Assigneey) other than a Disqualified Institution without the consent of assignor thereunder shall, to the Borrower or any Person extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights (other than the Administrative Agent as set forth above), or any rights it may have pursuant to Section 11.10 which will survive) and be released from its obligations under this Credit Agreement (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the rightand, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms case of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed covering all or the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (This Section does not apply to branches and Affiliates of a Lender, it being understood that a Lender may make, carry or transfer Revolving Loans at or for the account of any of its branch offices or Affiliates without consent of the Borrowers, the Agent or any Lender.) By executing and delivering an Assignment and Assumption Agreement, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Revolving Notes or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other Credit Parties or the performance or observance by the assignor LenderBorrowers or any other Credit Parties of any of their obligations under this Credit Agreement or any other instrument or document furnished pursuant hereto, (iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the Financial Statements referred to in Section 6.1(i), the Financial Statements delivered pursuant to Section 7.1(a), if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement, (iv) such assignee will, independently and without reliance upon the Agent or the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the Administrative time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent has been delivered to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto and recorded (vi) such assignee agrees that it will perform in accordance with their terms all of the Register. Notwithstanding obligations which by the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated terms of this Credit Agreement are required to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspendedas a Lender.

Lender Assignments. Subject to subsection (d) of this Section, a Lender (with the consent of the Administrative AgentAgent (except as described in clauses (i)(A) and (ii) below), such consent not to be unreasonably withheld, and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, Assignee without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above, provided that any assignment to an Eligible Assignee described in clause (ii) of the definition thereof shall not require the consent of the Administrative Agent), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); and (ii) on or after the occurrence and continuation of an Event of Default, (x) to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person (other than the Administrative Agent as set forth above), or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion)Person. In connection with any such assignment, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), that neither the Borrower nor any other LC Group Member GreenSky shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspended.. (f)

Lender Assignments. Subject to subsection (d) of this SectionEach Lender may, a Lender (with the consent of the Administrative AgentAgent (not to be unreasonably withheld) and, such consent so long as no Event of Default then exists, the Borrower Agent (not to be unreasonably withheld, and the satisfaction not required in connection with an assignment to a Person that is a Lender or an Affiliate of “know your customer” requirements a Lender), assign to one or more Eligible Assignees (or, if an Event of the Administrative AgentDefault has occurred and is continuing, to one or more other Persons) may proportionately assign all or any a portion of its rights and obligations under this Agreement, the Notes and the other Loan Documents upon execution and delivery to the Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent for its account of $3,500; provided that (i) with respect to the Revolving Credit Facility, no consent of the Agent or the Borrower Agent shall be required with respect to any such assignment which is to a Revolving Credit Lender, an Affiliate or branch of a Revolving Credit Lender or an Approved Fund with respect to such Revolving Credit Lender and (ii) with respect to the Delayed Draw Term Loan Facility, no consent of the Agent or the Borrower Agent shall be required with respect to any such assignment which is to a Delayed Draw Term Lender, an Affiliate or branch of a Delayed Draw Term Lender or an Approved Fund with respect to such Delayed Draw Term Lender or in accordance with Section 12.7(m). No such assignment shall be for less than $5,000,000 of the Commitments or Loans unless it is to another Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment (if any) and its Loanor Loans, and its rightseach such assignment shall be of a uniform, interests and not a varying, percentage of all rights and obligations as “Lender” under this Agreement in respect of the Commitments and the Transaction DocumentsLoans. Upon the execution and delivery to the Agent of an Assignment and Acceptance and the payment of the recordation fee to the Agent, from and after the date specified as the effective date in the Assignment and Acceptance (the “Acceptance Date”), (i) if there is no Event of Default: (A) to any Eligible Assigneethe assignee thereunder shall be a party hereto, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwiseand, to (x) any Person (other than the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance, such assignee shall have the rights and obligations of a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); Lender hereunder and (ii) on or after the occurrence assignor thereunder shall, to the extent that rights and continuation of an Event of Defaultobligations hereunder have been assigned by it under such Assignment and Acceptance, (x) to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person relinquish its rights (other than the Administrative Agent as set forth above)any rights it may have under Sections 4.10, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole 4.11 and absolute discretion). In connection with any 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated cease to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspendeda party hereto).

Lender Assignments. Subject to Each Lender may, with the prior consent of the Agent and the Borrower which, except as provided in the penultimate sentence of this subsection (db), shall not be unreasonably withheld or delayed, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement, the Notes and the other Loan Documents, and upon execution and delivery to the Agent, for its acceptance and recording in the Register, of an agreement in substantially the form of Exhibit C (an "Assignment and Assumption Agreement"), together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee of $2,500. No such assignment shall be for less than $3,000,000 of the Revolving Credit Commitments or Loans unless it is to another Lender. Any assignment by a Lender hereunder shall include such Lender's Revolving Credit Loans, Revolving Credit Commitment and Term Loan. Upon such execution and delivery to the Agent of an Assignment and Assumption Agreement, from and after the date specified as the effective date in the Assignment and Assumption Agreement (the "Acceptance Date"), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.9 which will survive) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). No consent of the Borrower shall be required under the first sentence of this Section, a Lender (with the consent of the Administrative Agent, such consent not to be unreasonably withheld, and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no an Event of Default: Default has occurred and is continuing, (Aii) with respect to an assignment to a Lender, a branch office of a Lender or an Affiliate of a Lender or (iii) with respect to a pledge by a Lender of all or a portion of its rights and interests under this Agreement, the Notes or the other Loan Documents to any Eligible AssigneeFederal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or U.S. Treasury Regulation 31 CFR " 203.14, collateral agent or collateral trustee, without and such Federal Reserve Bank shall be permitted to enforce such pledge in any manner permitted by applicable law. If the Borrower's consent of Borrower or any other Person (is required hereunder with respect to an assignment by HUB other than the Administrative Agent as set forth above)in connection with a sale of a division, or (B) otherwiseportfolio of assets, to (x) any Person (other than a Disqualified Institution) with the consent of the BorrowerLender, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (may withhold such consent in its sole and absolute discretion); and (ii) on or discretion if, after the occurrence and continuation of an Event of Default, (x) giving effect to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person (other than the Administrative Agent as set forth above), or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, HUB's Proportionate Share would be less than 50.1%. In all cases where the Borrower's consent to an assignment by a Lender is not required hereunder, the Agent agrees to use reasonable efforts to give written notice of such Lender shall have the right, in its sole discretion, assignment to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member promptly after its effectiveness, provided that the Agent's failure to give such notice shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to not invalidate or limit such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspendedassignment.

Lender Assignments. Subject Each Lender may assign to subsection (d) one or more banks or other financial institutions all or a portion of its rights and obligations under this SectionCredit Agreement, a Lender (the Notes and the other Credit Documents, with the consent of the Administrative Agent, such and with the consent of the Borrowers (not to be unreasonably withheld), and upon execution and delivery to -100- 107 the satisfaction Agent, for its acceptance and recording in the Register, of “know your customer” requirements an agreement in substantially the form of Exhibit N (an "Assignment and Assumption Agreement"), together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee of $5,000.00. No such assignment shall be for less than $5,000,000 of the Administrative Agent) may proportionately assign all or any Commitments unless it is to another Lender. Any assignment by a Lender hereunder must include a ratable portion of its Commitment such Lender's Revolving Loans (and Commitment, if any) and its the Term Loan, . Upon such execution and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) with the consent delivery of the BorrowerAssignment and Assumption Agreement to the Agent, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole from and absolute discretion); and (ii) on or after the occurrence date specified as the effective date in the Assignment and continuation of an Event of DefaultAssumption Agreement (the "Acceptance Date"), (x) the assignee thereunder shall be a party hereto, and, to any Person the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, such assignee shall have the rights and obligations of a Lender hereunder and (whether or not an Eligible Assigneey) other than a Disqualified Institution without the consent of assignor thereunder shall, to the Borrower or any Person extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights (other than the Administrative Agent as set forth above), or any rights it may have pursuant to Section 10.10 which will survive) and be released from its obligations under this Credit Agreement (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the rightand, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms case of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed covering all or the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (This Section does not apply to branches and Affiliates of a Lender, it being understood that a Lender may make, carry or transfer Loans at or for the account of any of its branch offices or Affiliates without consent of the Borrowers, the Agent or any Lender.) By executing and delivering an Assignment and Assumption Agreement, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Notes or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other Credit Parties or the performance or observance by the assignor LenderBorrowers or any other Credit Parties of any of its obligations under this Credit Agreement or any other instrument or document furnished pursuant hereto, (iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the Financial Statements referred to in Section 6.1(i) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement, (iv) such assignee -101- 108 will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the Administrative time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent has been delivered to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto and recorded (vi) such assignee agrees that it will perform in accordance with their terms all of the Register. Notwithstanding obligations which by the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated terms of this Credit Agreement are required to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspendedas a Lender.

Lender Assignments. Subject to subsection (d) of this SectionEach Lender may, a Lender (with the consent of the Administrative AgentAgent (not to be unreasonably withheld) and, such consent so long as no Event of Default then exists, the Borrower Agent (not to be unreasonably withheld, and the satisfaction not required in connection with an assignment to a Person that is a Lender or an Affiliate of “know your customer” requirements a Lender), assign to one or more Eligible Assignees (or, if an Event of the Administrative AgentDefault has occurred and is continuing, to one or more other Persons) may proportionately assign all or any a portion of its Commitment rights and obligations under this Agreement, the Notes and the other Loan Documents upon execution and delivery to the Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent for its account of $3,500; provided that (if anyi) and its Loanwith respect to the Revolving Credit Facility, no consent of the Agent or the Borrower Agent shall be required with respect to any such assignment which is to a Revolving Credit Lender, an Affiliate or branch of a Revolving Credit Lender or an Approved Fund with respect to such Revolving Credit Lender and, (ii) with respect to the Delayed Draw Term Loan Facility, no consent of the Agent or the Borrower Agent shall be required with respect to any such assignment which is to a Delayed Draw Term Lender, an Affiliate or branch of a Delayed Draw Term Lender or an Approved Fund with respect to such Delayed Draw Term Lender or in accordance with Section 12.7(m), and its rights(iii) with respect to the MRE Term Loan Facilities, interests no consent of the Agent or the Borrower Agent shall be required with respect to any such assignment which is to an MRE Term Lender, an Affiliate or branch of an MRE Term Lender or an Approved Fund with respect to such MRE Term Lender. No such assignment shall be for less than $5,000,000 of the Commitments or Loans unless it is to another Lender or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans, and each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations as “Lender” under this Agreement in respect of the Commitments and the Transaction DocumentsLoans. Upon the execution and delivery to the Agent of an Assignment and Acceptance and the payment of the recordation fee to the Agent, from and after the date specified as the effective date in the Assignment and Acceptance (the “Acceptance Date”), (i) if there is no Event of Default: (A) to any Eligible Assigneethe assignee thereunder shall be a party hereto, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwiseand, to (x) any Person (other than the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance, such assignee shall have the rights and obligations of a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); Lender hereunder and (ii) on or after the occurrence assignor thereunder shall, to the extent that rights and continuation of an Event of Defaultobligations hereunder have been assigned by it under such Assignment and Acceptance, (x) to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person relinquish its rights (other than the Administrative Agent as set forth above)any rights it may have under Sections 4.10, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole 4.11 and absolute discretion). In connection with any 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated cease to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspendeda party hereto).

Lender Assignments. Subject to subsection (d) of this Section, a Lender (with the consent of the Administrative Agent, such consent not to be unreasonably withheld, and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, Assignee without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); and (ii) on or after the occurrence and continuation of an Event of Default, (x) to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person (other than the Administrative Agent as set forth above), or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), that neither the Borrower nor any other LC Group Member 104 GreenSky shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the obligation of such Lender to fund any Advance shall be suspended.