A ​ shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such ​ 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 ​, # 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 ​ in such instance), all its interests, rights (other than its existing rights to payments pursuant to [Section 2.14 or 2.16]6]) 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 ​ 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 ​, ​ 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).