Common use of Lender Assignment Clause in Contracts

Lender Assignment. Any Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the 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 managed by a particular 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 Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement 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 and be subject to the obligations under Sections 2.15, 2.18 and 2.19 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.13.

Lender Assignment. Any Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) banks or other entities all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitment, its Pro Rata Share of outstanding Loans, and the Loans at the time owing to any Note held by it); provided that: (ia) except each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in the case of an assignment respect of the entire remaining amount of the assigning Lender’s Commitment Commitments and the Loans at related Loans; (b) 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 managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes and Loans outstanding thereunder) subject being assigned by such Lender pursuant to each such assignment, assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment is delivered assignment) shall be, if to Administrative Agent an entity other than a Lender, not less than $5,000,000 (or, if “Trade Date” is specified less, the amount of its remaining Commitments and Loans in the Assignment connection with an assignment of all such remaining Commitments and Assumption AgreementLoans) and, as of the Trade Datewith respect to amounts equal to $5,000,000 or greater, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,000; 1,000,000 in excess thereof; (iic) each partial such assignment shall be made as to an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; Eligible Assignee; (iiid) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption Agreement, together with any Notes subject to such assignment; and (e) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent) shall pay to the Administrative Agent a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15administrative fee. Upon such execution, in which case Borrower or the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to delivery, acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13recording, from and after the effective date specified in each Assignment and Assumption Agreement, which effective date shall be at least three (3) Business Days after the Eligible Assignee execution thereof: (a) the assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning hereunder; and (b) such Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all or the remaining portion of the assigning such 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 and be subject to the obligations under Sections 2.15, 2.18 and 2.19 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignmenthereto). Upon requestUnless an Event of Default has occurred, and upon surrender by the assigning any Lender intending to assign all or any portion of its Note, Borrower (at its expense) shall execute rights and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply to another lending institution shall provide the Borrower with this subsection prior notice of such Lender’s intent to assign, and such notice shall be treated for purposes include the name of this Agreement as a sale by the lending institution to which such Lender of a participation in is contemplating making such rights and obligations in accordance with subparagraph (d) of this Section 9.13assignment.

Lender Assignment. Any Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) transfer the Loan and/or the Loan Documents or sell all or a portion of its rights and obligations under this Agreement (including the Loan or securitize all or a portion of its Commitment and the Loans at Loan in one or more transactions through the time owing to it); provided that: (i) except issuance of participation interests or the issuance of mortgage pass-through certificates or other securities evidencing ownership of all or a portion of the Loan or beneficial interests 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 Loan, in one or in the case of an assignment more rated or unrated public or private transactions to a Lender third party or an Affiliate parties (each, a "Covered Transaction") without the consent of a Lender or an Approved Fund managed by a particular 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 Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes Notice to Borrower). Subject In any Covered Transaction, one or more of such assignees or transferees may be assigned the rights of Lender hereunder, and such assignee or transferee will succeed to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreementthe Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, will be automatically released from its any obligations under this Agreement (and, in and/or the case of an Assignment and Assumption Agreement covering all other Loan Documents upon assumption by the assignee of the assigning Lender’s rights and 's obligations under this Agreement. Borrower agrees that, upon request, it will cooperate with Lender and use its reasonable efforts to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in form and substance reasonably acceptable to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender shall cease may forward to be a party hereto but shall continue each potential purchaser, transferee, assignee, any entity appointed by Lender to be entitled service the Loan, or any trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating to the benefits Loan, Borrower, Borrower Parties, Guarantor and/or the Property which will have been furnished by Borrower or any other Person in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisable. Any assignee of Lender's interest in the Loan or the Loan Documents will take the same free and be subject clear of any claims of offset, counterclaim or defense that are unrelated to the obligations under Sections 2.15, 2.18 and 2.19 and 9.6 with respect to facts and circumstances occurring prior to Loan or the effective date of such assignment). Upon requestLoan Documents that Borrower may otherwise claim against any assignor, and upon surrender no such unrelated claim of offset, counterclaim or defense will be asserted by Borrower in any action or proceeding brought by any such assignee under any of the assigning Loan Documents. Borrower agrees that Lender of its Notemay disclose such information as it deems necessary or advisable regarding the Loan, Borrower, any Guarantor, any Borrower (at its expense) shall execute and deliver a Note to Party and/or the assignee Property in connection with any disclosure required by Lender, and or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the applicable existing Note preparation of audited or Notes shall be returned to Borrower. Any assignment or transfer by a Lender unaudited financial statements of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.13Lender.

Lender Assignment. Section 14.6(1) of the Credit Agreement is hereby amended by adding the following as a new Section 14.6(1): (1) Any Lender may at any time may, with the prior written consent of each of the Borrower, each Swingline Lender and the Agent, which consents shall not be unreasonably withheld, conditioned or delayed, assign to one or more Eligible Assignees (eachan interest in its Commitment, an “Assignee”) all or a portion its Rateable Portion of the Loans and its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Documents; provided that: that (a) such consent of (i) except in the case Borrower shall not be required during the continuance of an assignment Event of Default and (ii) the consent of the entire remaining amount of the assigning Lender’s Commitment Borrower, each Swingline Lender and the Loans at the time owing to it or in the case of an Agent shall not be required if such assignment is to a Lender or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, (b) except during the aggregate amount continuance of an Event of Default or except with the consent of the Commitment (which for this purpose includes Loans outstanding thereunder) subject Borrower and the Agent, such consents not to each such assignmentbe unreasonably withheld, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignmentconditioned or delayed, no Lender shall hold shall, without the consent of the Borrower and the Agent, assign an interest in its Commitment if the effect of the same would be to have a Lender with a Commitment of less than $5,000,000; U.S.$25,000,000 (iisuch amount to be reduced in proportion to any partial reductions in the Credit Facility), (c) each partial it shall be a precondition to any such assignment that the contemplated assignee Lender shall have paid to the Agent, for the Agent’s own account, a transfer fee of U.S.$3,500.00, and (d) no such assignment shall be made as an assignment to (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (ii) to a proportionate part of all natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person). Upon any such assignment, the assigning Lender shall have no further obligation hereunder with respect to such interest. Upon any such assignment, the assigning Lender’s rights and obligations under this Agreement with respect to , the Loans or assignee Lender, the Commitment assigned; (iii) Agent and, if applicable, the parties to each assignment Borrower shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) the provisions of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement9.2(b), the Eligible Assignee thereunder Borrower shall be a party to this Agreement and, to not assign its rights or obligations hereunder without the extent prior written consent of the interest assigned by such Assignment and Assumption Agreement, have 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement 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 and be subject to the obligations under Sections 2.15, 2.18 and 2.19 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.13Lenders.

Lender Assignment. Any Lender may at any time assign to one 1 or more Eligible Assignees (each, an “Assignee”as defined below) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Accommodations at the time owing outstanding to it); provided that: 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 managed by a particular Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Assumption Lender Transfer Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, Agent) shall not be less than $10,000,000 (and shall be in an integral multiple unless each of $2,500,000), the Agent and, after such assignmentso long as a Credit Event with respect to the Borrower or, no Lender shall hold a Commitment without limiting the foregoing, an Event of less than $5,000,000; Default has not occurred and is then continuing, the Borrower otherwise consents in its discretion, (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; Agreement, and (iii) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption a Lender Transfer Agreement, together with a processing and recordation fee of $3,500 (except in 5,000, and the case of Eligible Assignee, if it shall not be a transfer at the demand of Borrower under Section 9.15Lender, in which case Borrower or the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative the Agent (and Administrative Agent shall deliver such Notes to Borrower)an administrative questionnaire. Subject to such conditions, and acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13the Agent, from and after the effective date specified in each Assignment and Assumption Lender Transfer Agreement, the Eligible Assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption Lender Transfer Agreement, have 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 Lender Transfer Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption a Lender Transfer Agreement covering all of the assigning Lender’s '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 and be subject to the obligations under Sections 2.15, 2.18 and 2.19 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignmentindemnities in this Agreement). Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 13.1(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.1313.1(c).

Lender Assignment. Any Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: : (i) the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) 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 managed by a particular 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 Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 5,000,000 (and shall be in an integral multiple of $2,500,0001,000,000.00), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,00010,000,000 (unless, in the case of an assigning Lender, such Lender shall have assigned all of its Loans and Commitments); (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iiiiv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 3,500.00 (except in the case of a transfer at the demand of Borrower under Section 9.159.15 hereof, in which case Borrower or the transferee Lender shall pay such fee); and , (ivv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower)) and (vi) such Lender shall simultaneously assign a proportionate part of its Commitments and Loans (each as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement to the assignee Lender. Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement 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 and be subject to the obligations under Sections 2.152.16, 2.18 2.19, 2.20, 9.6 and 2.19 and 9.6 9.7 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.13.

Lender Assignment. Any Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) 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 subparagraph (b) participations in Letter of Credit Liability) 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 managed by a particular 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 Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement 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 and be subject to the obligations under Sections 2.152.16, 2.18 2.19 and 2.19 2.20 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.13.