Common use of Assignment by Xxxxxxx Clause in Contracts

Assignment by Xxxxxxx. So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Lender may make any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower, provided, that, so long as (unless an Event of Default or Servicer Event of Default has occurred and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as no Event Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of Default its rights and obligations under this Agreement (including, without limitation, all or Servicer a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default has occurred and is continuing, no Lender may make any assignment, and no ); (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent the amount being assigned pursuant to each such assignment (determined as of the terms date of a Liquidity Agreement, or the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) five million dollars ($5,000,000) and (y) all of the assigning Xxxxxx’s Commitment; and (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back the parties to each such Conduit Lender or assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Affiliate; provided thatAssignment and Acceptance Agreement. Upon such execution, if Société Générale makes an assignment delivery, acceptance and recording from and after the effective date specified in accordance with the above clauses (i)such Assignment and Acceptance Agreement, (ii), (iiix) or (iv), Société Générale the assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder (including the requirements under Section 5.03) and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

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

Assignment by Xxxxxxx. So long as no Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default or Servicer an Unmatured Event of Default has occurred and is continuing, no Lender may make any assignment, and no ); (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent the amount being assigned pursuant to each such assignment (determined as of the terms date of a Liquidity Agreement, or the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Xxxxxx’s Commitment; and (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back the parties to each such Conduit Lender or assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Affiliate; provided thatAssignment and Acceptance Agreement. Upon such execution, if Société Générale makes an assignment delivery, acceptance and recording from and after the effective date specified in accordance with the above clauses (i)such Assignment and Acceptance Agreement, (ii), (iiix) or (iv), Société Générale the assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder (including the requirements under Section 5.03(f)) and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

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

Assignment by Xxxxxxx. So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Each Lender may make any assignmentassign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and no the Note or Notes (if any) held by it); provided, however, that (w) each such assignment shall be permitted without the prior written consent of a constant, and not a varying, percentage of all of the Borrowerassigning Lender’s rights and obligations under the Loan Documents, provided(x) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Xxxxxx’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), that(y) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank, the Swingline Lender and, so long as (unless an no Unmatured Default or Event of Default or Servicer Event of Default has with respect to such Borrower shall have occurred and is be continuing) , each Borrower, shall have consented to such assignment does (in each case, which may not result be unreasonably withheld or delayed); provided that each Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (z) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Agent holding less than 51% Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of the Commitments$3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the prior written consent of Agent shall accept and record such Lender Assignment in the Borrower shall not be required for any proposed assignment Register. (i) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (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 Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an Affiliate assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Section 2.13, Section 2.17, and Section 8.4 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender, . (ii) to a Conduit Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant Notwithstanding anything to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest contrary contained in this Agreement, any Note Lender may at any time, with notice to the Borrowers, the Agent and the LC Issuing Banks, assign all or any participating interest therein portion of its Commitment, and the Advances, participations in Letters of Credit and Swingline Advances owing to any of the Banks listed on the signature pages hereof, any Additional Lender that shall become a party hereto pursuant to Section 8.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender; provided, however, that each LC Issuing Bank and the Swingline Lender shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed). No such assignment, other than to any of the Banks listed on the signature pages hereof, any Additional Lender that shall become a party hereto pursuant to Section 8.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender shall release the assigning Lender from its obligations hereunder. 94 (iii) By executing and delivering a Lender Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) traded on an established securities market (other than as defined provided in Treasury Regulations Section 1.7704-1(b)) such Lender Assignment, such 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 any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) readily tradable on a secondary market such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign performance or participate observance by any interest in this Agreement, Borrower of any Note of its obligations under any Loan Document or any participating interest therein other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in any Section 4.1(f) hereof and such established securities market other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such secondary market documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the substantial equivalent thereof. Notwithstanding anything herein Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the contrary so long Agent by the terms thereof, together with such powers as no Event are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of Default or Servicer Event the obligations which by the terms of Default has occurred and is continuing, no the Loan Documents are required to be performed by it as a Lender. (iv) No such assignment shall be made to (Ai) to the any Borrower or any Affiliates or Subsidiaries of the any Borrower’s Affiliates, (Bii) to any Defaulting Lender or any of its subsidiariesSubsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (Bii), (Ciii) to a natural Person (or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person Person) or (Div) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated that is subject to reimburse any Person for any costs or expenses incurred in Sanctions. (v) In connection with any assignment contemplated of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of each Borrower and the Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (i) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each LC Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (ii) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit and Swingline Advances. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this Section 15.4.paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 95

Assignment by Xxxxxxx. So long as no Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent 113762333169 19631658 762333169 19631658 of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default or Servicer an Unmatured Event of Default has occurred and is continuing, no Lender may make any assignment, and no ); (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent the amount being assigned pursuant to each such assignment (determined as of the terms date of a Liquidity Agreement, or the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Xxxxxx’s Commitment; and (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back the parties to each such Conduit Lender or assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Affiliate; provided thatAssignment and Acceptance Agreement. Upon such execution, if Société Générale makes an assignment delivery, acceptance and recording from and after the effective date specified in accordance with the above clauses (i)such Assignment and Acceptance Agreement, (ii), (iiix) or (iv), Société Générale the assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long Any Lender may assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment (or any portion thereof) pursuant to any one of the following clauses (a) through (e); provided that the Lenders shall not assign any interest in, or sell a participation in any Advance (or portion thereof) or its Commitment (or any portion thereof), to the Equityholder or any Affiliate of the Equityholder (and, as no used in this Section 15.4, “Affiliate” shall include any Person that is related to the Equityholder in a manner described in Section 57(b) or 57(e) of the 1940 Act): (a) to any Person, if an Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Event of Default has occurred and is continuing; (b) to an Affiliate of such Lender; (c) to another Lender; (d) to any Person if (x) such Lender makes a determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, no without limitation, the Xxxxxxx Rule) and (y) to the extent such Lender may make assigns its interest herein to any assignmentPerson other than a Competitor, and no such assignment shall be permitted without the prior written consent of the BorrowerBorrower (such consent not to be unreasonably withheld, provided, that, so long as delayed or conditioned); or (unless an Event of Default or Servicer Event of Default has occurred and is continuinge) such assignment does not result in the Agent holding less than 51% of the Commitments, to any Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided, that each Lender shall not be required for any proposed assignment first offer to sell such interest(s) to (i) to an Affiliate of the Lender affiliated with the Facility Agent and, if such LenderLender does not accept such offer within 10 Business Days, then (ii) to each remaining Lender (pro rata) for a Conduit period of 10 Business Days prior to offering to any Person that is not an existing Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become Each Lender hereby represents and warrants that (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) it is a Qualified Purchaser and any such representations or agreements shall run to the benefit of and be enforceable by the Borrower and (ii) readily tradable it agrees to be bound by the restrictions on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest assignment contained in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made Section 15.4 (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubtcollectively, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4“QP Representations”).

Assignment by Xxxxxxx. So long as no Event Each Lender may assign to any Eligible Assignee or to any other Lender (other than a Disqualified Institution) all or a portion of Default its rights and obligations under this Agreement (including, but not limited to, (A) all or Servicer a portion of its unfunded Commitment hereunder without the necessity of transferring any portion of any Loan funded by such Lender or other obligations owed to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder); provided, however, that 58 US-DOCS\137537506.9 (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and provided, further, that such consent shall not be required if an Event of Default has occurred and is continuing, no Lender may make any assignment, and no ; (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; and (iii) by a Conduit Lender the parties to a Liquidity Bankeach such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Affiliate or its related Lender Agent pursuant to Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the terms of a Liquidity effective date specified in such Assignment and Acceptance Agreement, or (ivx) by any the assignee of thereunder shall be a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as no Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Capital or interests therein owned by it); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default or Servicer an Unmatured Event of Default has occurred and is continuing, no Lender may make any assignment, and no ); (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent the amount being assigned pursuant to each such assignment (determined as of the terms date of a Liquidity Agreement, or the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Xxxxxx’s Commitment; and (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back the parties to each such Conduit Lender or assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Affiliate; provided thatAssignment and Acceptance Agreement. Upon such execution, if Société Générale makes an assignment delivery, acceptance and recording from and after the effective date specified in accordance with the above clauses (i)such Assignment and Acceptance Agreement, (ii), (iiix) or (iv), Société Générale the assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the time owing to it; provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Lender may make any assignmentBorrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and no concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be permitted without made as an assignment of a proportionate part of all the prior written assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent will not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the Borrowerproposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, provided, that, so long as (unless an Event of Default or Servicer Event of Default has occurred together with a processing and is continuing) such assignment does not result recordation fee in the Agent holding less than 51% of amount, if any, required as set forth in Schedule 1.4, and the CommitmentsEligible Assignee, the prior written consent of the Borrower if it shall not be required for any proposed assignment (i) to an Affiliate of such a Lender, (ii) shall deliver to a Conduit Lender, (iii) Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Administrative Agent pursuant to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iiib) above back to such Conduit Lender or an Affiliate; provided thatof this Section, if Société Générale makes an assignment from and after the effective date specified in accordance with each Assignment and Assumption, the above clauses (i), (ii), (iii) or (iv), Société Générale Eligible Assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement shall allow any and, to the extent of the interest in assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, any Note or any participating and the assigning Lender thereunder shall, to the extent of the interest therein to become assigned by such Assignment and Assumption, be released from its obligations under this Agreement (i) traded on and, in the case of an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or Assignment and Assumption covering all of the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), assigning Lender’s rights and no Person shall transfer, assign or participate any interest in obligations under this Agreement, any such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.1, 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Revolving Note and Bid Note to the assignee Lender and, in such event, the assigning Lender shall return the original Revolving Note and Bid Note for cancellation and, if the assignment is for a portion of the assigning Xxxxxx’s Commitment, replacement by a new Revolving Note issued by Borrower and evidencing the assigning Lender’s reduced Commitment. Any assignment or any participating interest therein transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in any such established securities market or any such secondary market or the substantial equivalent thereofrights and obligations in accordance with clause (d) of this Section. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuingforegoing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any obligations of its subsidiariesthe L/C Issuer after the resignation of PNC Bank as L/C Issuer, or any Person whoother successor thereafter acting as L/C Issuer, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (Cshall be governed by Section 10.5(h) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4hereof.

Assignment by Xxxxxxx. So long as no Event No Lender may assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment (or any portion thereof) to any Person except pursuant to any one of Default the following clauses (a) through (e); provided that the Lenders shall not assign any interest in, or Servicer sell a participation in any Advance (or portion thereof) or its Commitment (or any portion thereof), to the Equityholder or any Affiliate of the Equityholder; provided, further, that each Lender shall first offer to sell such interest(s) to (i) the Lender affiliated with the Facility Agent and if, such Lender does not accept such offer within ten (10) Business Days, then (ii) to each remaining Lender (pro rata) for a period of ten (10) Business Days prior to offering to any Person that is not an existing Lender: (a) if an Event of Default has occurred and is continuing; (b) to an Affiliate of such Lender; (c) to another Lender; (d) to any Person if such Lender makes a determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, no Lender may make without limitation, the Xxxxxxx Rule); or (e) to any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower, provided, that, so long as (unless an Event of Default or Servicer Event of Default has occurred and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, Person with the prior written consent of the Borrower shall (such consent not to be required for unreasonably withheld, delayed or conditioned). Unless an Unmatured Event of Default or Event of Default has occurred, no interest in any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate Advance or its related Lender Agent pursuant to the terms of a Liquidity Agreementportion thereof, or any Commitment, shall be transferred unless the transferee (ivtogether with its Affiliates) by any assignee holds Advances or Commitments at least equal to 10% of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender the aggregate amount of all Advances and Commitments then outstanding or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2effect. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as no Any Lender may assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment (or any portion thereof) pursuant to any one of the following clauses (a) through (e); provided that the Lenders shall not assign any interest in, or sell a participation in any Advance (or portion thereof) or its Commitment (or any portion thereof), to the Equityholder or any Affiliate of the Equityholder: (a) to any Person, if an Unmatured Event of Default, Event of Default, Unmatured Servicer Default or Servicer Event of Default has occurred and is continuing, no Lender may make any assignment, and no ; (b) to an Affiliate of such assignment shall be permitted without the prior written consent of Lender; (c) to another Lender; (d) upon notice to the Borrower, provided, that, so long as to any Person (unless an Event of Default or Servicer Event of Default has occurred and is continuing) which each Lender agrees to use reasonable efforts to make such assignment does to a Person who is not result in a Competitor) if such Lender makes a determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, without limitation, the Agent holding less than 51% of the Commitments, Xxxxxxx Rule); or (e) to any Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned, it being understood that it shall not be required deemed unreasonable for the Borrower to withhold consent to any proposed assignment to a Competitor); provided, that each Lender shall first offer to sell such interest(s) to (i) to an Affiliate of the Lender affiliated with the Facility Agent and, if such LenderLender does not accept such offer within 10 Business Day, then (ii) to each remaining Lender (pro rata) for a Conduit period of 10 Business Days prior to offering to any Person that is not an existing Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement The assigning Lender shall allow provide prompt notice of any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein assignment to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuingFacility Agent, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubtCollateral Agent, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4and the Servicer.

Assignment by Xxxxxxx. So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Each Lender may make freely assign to any assignmentEligible Assignee, and no such assignment shall be permitted without the prior written consent of the Borrower, providedADT or the Servicer except as required pursuant to clause (iv) of the definition of Eligible Assignee, that, so long as all or a portion of its rights and obligations under this Agreement or in any other Transaction Document (unless an Event including all or a portion of Default or Servicer Event of Default has occurred and is continuing) such assignment does not result its interest in the Agent holding less than 51% of Loans and the Commitmentssecurity interest in the Pool Receivables or Related Assets) in each case, with the prior written consent (such consent not to be unreasonably withheld) of the Borrower Collateral Agent, the Administrative Agent, the related Group Agent and with prior written notice to Servicer (on its and the Borrower’s behalf); provided, however, the parties to each such assignment shall not be required execute and deliver to the Collateral Agent, the Administrative Agent, each Group Agent and the Servicer (on its and the Borrower’s behalf), for any proposed assignment (i) to an Affiliate of its recording in the Register, a duly executed and enforceable Assignment and Acceptance Agreement. From and after the effective date specified in such LenderAssignment and Acceptance Agreement, (iix) to the assignee thereunder shall be a Conduit Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement. In addition, any Lender that constitutes a banking institution may assign all or any portion of its rights (including its interest in the Loans and the security interest in the Pool Receivables or Related Assets) under this Agreement, Agreement to any Note Federal Reserve Bank or any participating interest therein central bank having jurisdiction over such Lender without notice to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any consent of the Borrower’s Affiliates, (B) to the Servicer, any Defaulting Lender or any of its subsidiariesother Lender, the Collateral Agent, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4Administrative Agent.

Assignment by Xxxxxxx. So long as no Event Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of Default its rights and obligations under this Agreement (including all or Servicer a portion of its Commitment and any Loan or interests therein owned by it); provided, however that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default has occurred and is continuing, no Lender may make any assignment, and no ); (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent the amount being assigned pursuant to each such assignment (determined as of the terms date of a Liquidity Agreement, or the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Xxxxxx’s Commitment; and (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back the parties to each such Conduit Lender or assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Affiliate; provided thatAssignment and Acceptance Agreement. Upon such execution, if Société Générale makes an assignment delivery, acceptance and recording from and after the effective date specified in accordance with the above clauses (i)such Assignment and Acceptance Agreement, (ii), (iiix) or (iv), Société Générale the assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as Any Lender may assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment (or any portion thereof) pursuant to any one of the following clauses (a) through (e); provided that the Lenders shall not assign any interest in, or sell a participation in any Advance (or portion thereof) or its Commitment (or any portion thereof), to the Equityholder or any Affiliate of the Equityholder and in no event prior to the occurrence and continuation of an Event of Default shall any Lender make any such assignment or Servicer participation to any Disqualified Institution: (a) to any Person, if an Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Default or Collateral Manager Default has occurred and is continuing; (b) to an Affiliate of such Lender; (c) to another Lender hereunder; (d) to any Person if such Lender makes a determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, no Lender may make without limitation, the Xxxxxxx Rule); or (e) to any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower, provided, that, so long as (unless an Event of Default or Servicer Event of Default has occurred and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, Person with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided, that each Lender shall not be required for any proposed assignment first offer to sell such interest(s) to (i) to an Affiliate of the Lender affiliated with the Facility Agent and, if such LenderLender does not accept such offer within ten (10) Business Days, then (ii) to each remaining Lender (pro rata) for a Conduit period of ten (10) Business Days prior to offering to any Person that is not an existing Lender. If either of the Borrower or TPVG do not respond within such 60 calendar day period, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to then such Conduit Lender or an Affiliate; provided that, if Société Générale makes an proposed assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2be permitted. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as no Event of Default Any Lender may assign to one or Servicer Event of Default has occurred more assignees (treating any fund that invests in bank loans and any other fund that invests in bank loans and is continuingmanaged by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single assignee) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (a) except in the case of an assignment to a Lender or a Lender Affiliate (which does not give rise to increased payments under Sections 2.13, no 2.14 or 2.15), the Borrower and, in the case of an assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the Swingline Lender may make any assignment, and no such assignment shall be permitted without the must give its prior written consent of the Borrower, provided, that, so long as (unless an Event of Default or Servicer Event of Default has occurred and is continuing) to such assignment does (which consent shall not result be unreasonably withheld or conditioned and the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), and (b) except in the Agent holding less than 51% case of the Commitmentsan assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent of to such assignment; (c) the Borrower Borrower’s consent shall not be required for with respect to any proposed assignment made at any time after the occurrence and during the continuance of an Event of Default, (d) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (idetermined as of the date on which the Assignment and Assumption relating to such assignment is delivered to the Administrative Agent) to shall not be less than U.S.$1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing and the amount held by each Lender after each such assignment shall not be less than U.S.$1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (e) each partial assignment in respect of a Commitment and the related Loans shall be made as an Affiliate assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitment and the related Loans, (f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (except in the case of an assignment to a Lender or a Lender Affiliate) a processing and recordation fee of U.S.$5,000, payable by the assigning Lender, (iig) to the assignee, if it shall not be a Conduit Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant shall deliver to the terms Administrative Agent an Administrative Questionnaire, and (h) no assignment may be made to any Credit Party, any Affiliate of a Liquidity AgreementCredit Party, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person person (or to a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of, a natural person person). The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to Section 9.4(4), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have all of the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (D) any Competitor or any Person included and, in the Disqualified Investor List case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 24708069.14 2.14, and 2.15 and 9.3). Any assignment or any Affiliate thereof. For the avoidance transfer by a Lender of doubt, the Borrower will rights or obligations under this Agreement that does not comply with Section 9.4 shall be obligated to reimburse any Person treated for any costs or expenses incurred purposes of this Agreement as a sale by such Lender of a participation in connection such rights and obligations in accordance with any assignment contemplated by this Section 15.49.4(5).

Assignment by Xxxxxxx. So Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the time owing to it; provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Lender may make any assignmentBorrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and no concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be permitted without made as an assignment of a proportionate part of all the prior written assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent will not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the Borrowerproposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, provided, that, so long as (unless an Event of Default or Servicer Event of Default has occurred together with a processing and is continuing) such assignment does not result recordation fee in the Agent holding less than 51% of amount, if any, required as set forth in Schedule 1.4, and the CommitmentsEligible Assignee, the prior written consent of the Borrower if it shall not be required for any proposed assignment (i) to an Affiliate of such a Lender, (ii) shall deliver to a Conduit Lender, (iii) Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Administrative Agent pursuant to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iiib) above back to such Conduit Lender or an Affiliate; provided thatof this Section, if Société Générale makes an assignment from and after the effective date specified in accordance with each Assignment and Assumption, the above clauses (i), (ii), (iii) or (iv), Société Générale Eligible Assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement shall allow any and, to the extent of the interest in assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, any Note or any participating and the assigning Lender thereunder shall, to the extent of the interest therein to become assigned by such Assignment and Assumption, be released from its obligations under this Agreement (i) traded on and, in the case of an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or Assignment and Assumption covering all of the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), assigning Lender’s rights and no Person shall transfer, assign or participate any interest in obligations under this Agreement, any such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.1, 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Revolving Note and Bid Note to the assignee Lender and, in such event, the assigning Lender shall return the original Revolving Note and Bid Note for cancellation and, if the assignment is for a portion of the assigning Xxxxxx’s Commitment, replacement by a new Revolving Note issued by Borrower and evidencing the assigning Xxxxxx’s reduced Commitment. Any assignment or any participating interest therein transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in any such established securities market or any such secondary market or the substantial equivalent thereofrights and obligations in accordance with clause (d) of this Section. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuingforegoing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any obligations of its subsidiariesthe L/C Issuer after the resignation of PNC Bank as L/C Issuer, or any Person whoother successor thereafter acting as L/C Issuer, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (Cshall be governed by Section 10.5(h) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4hereof.

Assignment by Xxxxxxx. So long as no Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; 749336112 22708133 provided, however, that such consent shall not be required if an Event of Default or Servicer an Unmatured Event of Default has occurred and is continuing, no Lender may make any assignment, and no ); (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent the amount being assigned pursuant to each such assignment (determined as of the terms date of a Liquidity Agreement, or the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Xxxxxx’s Commitment; and (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back the parties to each such Conduit Lender or assignment shall execute and deliver to the Administrator, for its acceptance and recording in the Register, an Affiliate; provided thatAssignment and Acceptance Agreement. Upon such execution, if Société Générale makes an assignment delivery, acceptance and recording from and after the effective date specified in accordance with the above clauses (i)such Assignment and Acceptance Agreement, (ii), (iiix) or (iv), Société Générale the assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Each Lender may make any assignmentassign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and no the Note or Notes (if any) held by it); provided, however, that (w) each such assignment shall be permitted without the prior written consent of a constant, and not a varying, percentage of all of the Borrowerassigning Lender’s rights and obligations under the Loan Documents, provided(x) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Xxxxxx’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), that(y) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank, the Swingline Lender and, so long as (unless an no Unmatured Default or Event of Default or Servicer Event of Default has with respect to such Borrower shall have occurred and is be continuing) , each Borrower, shall have consented to such assignment does (in each case, which may not result be unreasonably withheld or delayed); provided that each Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (z) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Agent holding less than 51% Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of the Commitments$3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the prior written consent of Agent shall accept and record such Lender Assignment in the Borrower shall not be required for any proposed assignment Register. (i) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (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 Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an Affiliate assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Section 2.13, Section 2.17, and Section 8.4 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender, . (ii) to a Conduit Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant Notwithstanding anything to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest contrary contained in this Agreement, any Note Lender may at any time, with notice to the Borrowers, the Agent and the LC Issuing Banks, assign all or any participating interest therein portion of its Commitment, and the Advances, participations in Letters of Credit and Swingline Advances owing to any of the Banks listed on the signature pages hereof, any Additional Lender that shall become a party hereto pursuant to Section 8.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender; provided, however, that each LC Issuing Bank and the Swingline Lender shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed). No such assignment, other than to any of the Banks listed on the signature pages hereof, any Additional Lender that shall become 65 a party hereto pursuant to Section 8.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender shall release the assigning Lender from its obligations hereunder. (iii) By executing and delivering a Lender Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) traded on an established securities market (other than as defined provided in Treasury Regulations Section 1.7704-1(b)) such Lender Assignment, such 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 any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) readily tradable on a secondary market such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign performance or participate observance by any interest in this Agreement, Borrower of any Note of its obligations under any Loan Document or any participating interest therein other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in any Section 4.1(f) hereof and such established securities market other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such secondary market documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the substantial equivalent thereof. Notwithstanding anything herein Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the contrary so long Agent by the terms thereof, together with such powers as no Event are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of Default or Servicer Event the obligations which by the terms of Default has occurred and is continuing, no the Loan Documents are required to be performed by it as a Lender. (iv) No such assignment shall be made to (Ai) to the any Borrower or any Affiliates or Subsidiaries of the any Borrower’s Affiliates, (Bii) to any Defaulting Lender or any of its subsidiariesSubsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (Bii), (Ciii) to a natural Person (or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person Person) or (Div) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated that is subject to reimburse any Person for any costs or expenses incurred in Sanctions. (v) In connection with any assignment contemplated of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of each Borrower and the Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (i) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each LC Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (ii) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit and Swingline Advances. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this Section 15.4paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignment by Xxxxxxx. So Any Lender may assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment (or any portion thereof) pursuant to any one of the following clauses (a) through (e); provided, that, no transfer or assignment may be made to the Servicer, the Equityholder or an Affiliate thereof without the prior written consent of the Facility Agent and in no event prior to the occurrence and continuation of an Event of Default shall any Lender make any such assignment or participation to any Disqualified Institution; provided further that, so long as no Event of Default or Servicer Default has occurred or is continuing, no transfer or assignment may be made to a Person that is subject to the EU Securitization Rules without the Borrower’s prior written consent: (a) if an Event of Default or Servicer Default has occurred and is continuing; (b) to an Affiliate of such Lender; (c) to another Lender; (d) to any Person if such Lender makes a determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, no Lender may make without limitation, the Xxxxxxx Ruleas determined in consultation with nationally recognized counsel); or (e) to any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower, provided, that, so long as (unless an Event of Default or Servicer Event of Default has occurred and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, Person with the prior written consent of the Borrower and the Servicer (or the Equityholder if the Servicer is not an Affiliate thereof) (such consent not to be unreasonably withheld, delayed or conditioned); provided, that, each Lender shall not be required for any proposed assignment first offer to sell such interest(s) to (i) to an Affiliate of the Lender affiliated with the Facility Agent and, if such LenderLender does not accept such offer within 10 Business Days, then (ii) to each remaining Lender (pro rata) for a Conduit period of 10 Business Days prior to offering to any Person that is not an existing Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent pursuant to the terms of a Liquidity Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided that, if Société Générale makes an assignment in accordance with the above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Lender may make any assignment, and no such assignment shall be permitted without the prior written consent of the BorrowerAgent and the Borrower (not to be unreasonably withheld, provideddelayed or conditioned), provided that, so long as (unless an Event of Default or Servicer Event of Default has occurred and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, ; (ii) to a Conduit Lender, another Lender hereunder; (iii) reserved; (iv) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent or to a third party pursuant to the terms of a Liquidity Agreement, ; or (ivv) by any assignee of a Conduit conduit purchaser contemplated by clause (iiiiv) above back to such Conduit Lender or an Affiliate; provided further that, if unless otherwise consented to by the Borrower, at all times (other than after the occurrence and during the continuation of an Event of Default) Société Générale makes an and its Affiliates shall hold not less than 50% of the aggregate Undrawn Commitments and Loans outstanding at such time; provided further that, notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, the prior written consent of the Borrower shall be required for any proposed assignment in accordance to a Disqualified Institution. In connection with the above clauses any assignment of any Commitment (ior any portion thereof) or any Loan (or any portion thereof), (ii)the assignee shall execute and deliver to the Servicer, (iii) the Borrower, the Agent, the Collateral Administrator and the Collateral Agent a fully-executed Assignment Agreement substantially in the form of Exhibit I, together with a processing and recordation fee of $3,500 payable to the Agent, such fee to paid by either the assigning Lender or (iv), Société Générale shall remain the applicable assignee Lender for purposes of Section 17.2or shared between such Lenders. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. The Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address specified in Section 15.4 or such other address as the Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of (i) the names and addresses of the Lenders (ii) the amount of each Loan made hereunder by each Lender to the Borrower, (iii) the amount of any principal due and payable or to become due and payable from the Borrower to each Lender hereunder, (iv) the amount of any principal sum paid by the Borrower hereunder and each Xxxxxx’s share thereof and (v) the aggregate outstanding principal amount of the outstanding Loans maintained by each Lender under this Agreement (and any stated interest thereon) after giving effect to any assignment hereunder. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent, the Collateral Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The entries maintained in the accounts and Register maintained pursuant to Section 15.5(d) shall be prima facie evidence of the existence and amounts of the Loans therein recorded; provided that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. The Register shall be available for inspection by the Borrower, the Collateral Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. A Loan (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide). At the request of the Collateral Agent, the Borrower or any Lender, the Agent shall update and furnish to the Collateral Agent, the Borrower or any such Lender an updated version of Schedule 1 reflecting the then-current allocation of the Commitments. For so long as the Borrower, the Equityholder, the Servicer or any Affiliate thereof (i) beneficially owns a Commitment or (ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated, in ascertaining (A) the Required Lenders or (B) whether (1) any given percentage (including, for the avoidance of doubt, unanimity) of the total Commitments or (2) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote under the Transaction Documents such Commitment shall be deemed to be zero and the Borrower, the Equityholder, the Servicer, any Affiliate thereof or the Person with whom it has entered into such sub-participation, other agreement or arrangement, as applicable, shall be deemed not to be a Lender for the purposes of clauses (A) and (B) above (unless, in the case of a Person that is not the Borrower, the Equityholder, the Servicer or any Affiliate thereof, it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment). No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as no Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Eligible Assignee or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default or Servicer an Unmatured Event of Default has occurred and is continuing, no Lender may make any assignment, and no ); (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent the amount being assigned pursuant to each such assignment (determined as of the terms date of a Liquidity Agreement, or the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Xxxxxx’s Commitment; and (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back the parties to each such Conduit Lender or assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Affiliate; provided thatAssignment and Acceptance Agreement. Upon such execution, if Société Générale makes an assignment delivery, acceptance and recording from and after the effective date specified in accordance with the above clauses (i)such Assignment and Acceptance Agreement, (ii), (iiix) or (iv), Société Générale the assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.

Assignment by Xxxxxxx. So long as no Event Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of Default its rights and obligations under this Agreement (including all or Servicer a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrowers (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default has occurred and is continuing, no Lender may make any assignment, and no ); (ii) each such assignment shall be permitted without the prior written consent of the Borrowera constant, providedand not a varying, that, so long as (unless an Event percentage of Default or Servicer Event of Default has occurred all rights and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to a Conduit Lender, obligations under this Agreement; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent the amount being assigned pursuant to each such assignment (determined as of the terms date of a Liquidity Agreement, or the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Xxxxxx’s Commitment; and (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back the parties to each such Conduit Lender or assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Affiliate; provided thatAssignment and Acceptance Agreement. Upon such execution, if Société Générale makes an assignment delivery, acceptance and recording from and after the effective date specified in accordance with the above clauses (i)such Assignment and Acceptance Agreement, (ii), (iiix) or (iv), Société Générale the assignee thereunder shall remain the applicable Lender for purposes of Section 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No be a party to this Agreement, and to the extent that rights and obligations under this Agreement shall allow any interest have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, any Note or any participating interest therein such Lender shall cease to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(bbe a party hereto)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.