Assignment and Delegation. Neither this Agreement nor any right or obligation hereunder shall be assignable in whole or in part, whether by operation of law, or otherwise by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer its rights and obligations under this Agreement to a Person that succeeds to all or substantially all of that Party’s business or assets related to this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assignees. Any transfer or assignment of this Agreement in violation of this Section 12.1 shall be null and void.

Delegation. Subject to the terms of the Plan, the Board or the Committee may, to the extent permitted by law, delegate to # a subcommittee of the Committee, # one or more officers or managers of an Employer or # a committee of such officers or managers, the authority, subject to such terms and limitations as the Board or the Committee shall determine, to grant Awards to, or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend, or terminate, Awards. Notwithstanding the foregoing, the Committee may not delegate any such authority with respect to Participants who are officers or directors of the Company for purposes of Section 16 or are otherwise subject to such Section .

Delegation. The Committee may in its discretion delegate to the Chief Executive Officer or other officers ministerial or other administrative authority under the Plan, subject to the requirements of Applicable Law and such terms and conditions as may be established by the Committee. In the case of such delegation, references to the “Committee” herein shall include such designee or designees, unless the context otherwise requires (as determined by the Committee).

Delegation. The Committee may, in its discretion, delegate one or more of its duties to its designated agents or to an Employee, but it may not delegate its authority to make the determinations specified in Section 3.02.

Delegation. The Compensation Committee may delegate to one or more of its members or to one or more officers of the Company, and/or its Subsidiaries and Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Compensation Committee or any person to whom it has delegated duties or powers as aforesaid may employ one or more persons to render advice with respect to any responsibility the Compensation Committee or such person may have under the Plan. The Compensation Committee may, by resolution, authorize one or more officers of the Company to do any of the following on the same basis as can the Compensation Committee: # designate Employees to be recipients of Awards; # designate Third Party Service Providers to be recipients of Awards; and # determine the size of any such Awards. The Compensation Committee shall not delegate such responsibilities with respect to Awards granted to an officer who is considered an Insider. The resolution providing for such delegation shall set forth the total number of Awards such officer(s) may grant; and, the officer(s) shall report periodically to the Compensation Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.

Delegation. In the ordinary course of business, the Master Servicer at any time may delegate any of its duties hereunder to any Person, including any of its Affiliates, who agrees to conduct such duties in accordance with this Master Agreement including those standards set forth in this [Section 3.01]. Any such delegation may include entering into subservicing agreements with any Person or Persons, for the servicing and administration of the Participation Interests or a portion thereof. Such delegation shall not relieve the Master Servicer

Delegation. Notwithstanding anything else contained herein to the contrary, the Committee may delegate authority for establishing performance objectives and any or all of its other duties and responsibilities under the Plan in respect of all Participants other than the Chief Executive Officer and all members of the Company’s Performance and Accountability Committee to a committee of officers comprised of the Chairman and Chief Executive Officer; the President and Chief Operating Officer; the Executive Vice President, Chief Legal Officer, Secretary and General Counsel; the Executive Vice President, Finance and Risk and Chief Risk Officer; Executive Vice President, Chief Administrative Officer; and the Executive Vice President, Chief Financial Officer and Controller. In the event that at any time any of the aforementioned offices shall be vacant (or the title associated with such position shall be changed), the person performing the substantial portion of the duties of such position shall serve as a member of such officer’s committee.

Delegation. The Committee may delegate its powers and duties under the Plan to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan # with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, # in such a manner as would cause the Plan not to comply with the requirements of [Section 162(m) or (iii)])] in such a manner as would contravene Section 157 of the Delaware General Corporation Law.

A [[Organization A:Organization]] shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such [[Organization A:Organization]] or otherwise, the circumstances entitling the ​ to require such assignment and delegation cease to apply.

; provided, however, that a Lender Group shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Funding Party or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

the Swingline Lender) with respect to such Eligible Assignee, in each case, which consent shall not be unreasonably withheld, delayed or conditioned, # such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of the relevant Class) from the assignee and/or the Borrower, # in the case of any such assignment and delegation relating to a request for compensation under [Section 2.14], such assignment and delegation will result in a reduction in such compensation and # such assignment and delegation does not conflict with applicable law. A Lender shall not be required to make any such assignment and delegation, or to have its Commitments and Loans so terminated or repaid, if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation, or to cause such termination or repayment, have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

Delegation; Expenses. The appropriate officer(s) of the Company as designated by the Plan Administrator are authorized to act on behalf of the Plan Administrator for the day-to-day administration of the Plan, subject to the authority of the Plan Administrator. Expenses of the administration of the Plan may be borne by the Company or may be deducted from Participants’ Accounts at the sole discretion of the Plan Administrator.

amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all ​ (or all the affected ​) and with respect to which the Required ​ shall have granted their consent, then ​ may, at its sole expense and effort, upon notice to such Lender and [[Organization A:Organization]], # terminate the Commitment of such Lender and prepay outstanding Loan of such Lender in full, in each case without any obligation to terminate any Commitment, or prepay any Loan, of any other Lender (other than solely pursuant to Section 2.10(b)), or # require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04, but with the processing and recordation fee being waived by [[Organization A:Organization]] in such instance), all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16) and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment and delegation); provided that, in the case of any such assignment and delegation under [clause (B) above], # ​ shall have received the prior written consent of [[Organization A:Organization]] with respect to such Eligible Assignee, which consent shall not be unreasonably withheld, delayed or conditioned, # such Lender shall have received payment of an amount equal to the outstanding principal of its Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee and/or ​, # in the case of any such assignment and delegation relating to a request for compensation under Section 2.14, such assignment and delegation will result in a reduction in such compensation and # such assignment and delegation does not conflict with applicable law. A Lender shall not be required to make any such assignment and delegation, or to have its Commitment and Loan so terminated or repaid, if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling ​ to require such assignment and delegation, or to cause such termination or repayment, have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by ​, [[Organization A:Organization]] and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

“Transfer” means a sale, assignment, transfer, conveyance, gift, exchange or other disposition (including an assignment of contractual rights or a delegation of contractual obligations), and whether voluntary, involuntary or by operation of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this [Section 2.16], it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any promissory notes issued in respect of such Lender’s Loans; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

requires the consent of all the [[Organization A:Organization]] (or all the affected [[Organization A:Organization]] or all the [[Organization A:Organization]] of the affected Class) and with respect to which the Required [[Organization A:Organization]] (or, in circumstances where [Section 9.02] does not require the consent of the Required [[Organization A:Organization]], a Majority in Interest of the [[Organization A:Organization]] of the affected Class) shall have granted their consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in [Section 9.04]), all its interests, rights and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender of a particular Class) to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment and delegation); provided that # the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, each Issuing Bank), which consent shall not unreasonably be withheld, # such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (in the case of such principal and accrued interest and fees) or the Borrower (in the case of all other amounts), # in the case of any such assignment and delegation resulting from a claim for compensation under [Section 2.15] or payments required to be made pursuant to [Section 2.17], it can reasonably be expected that such assignment will result in a reduction in such compensation or payments and # in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

No Assignment of Rights or Delegation of Duties by Employee. Employee’s rights and benefits under this Agreement are personal to him and therefore # no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer; and # Employee may not delegate his duties or obligations hereunder.

Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the other Loan Documents by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence, bad faith or misconduct of any agents, subagents or attorneys-in-fact selected by it in the absence of gross negligence, bad faith or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).