This Agreement is conditioned upon the consent of the Issuing Lenders and the Administrative Agent , and so long as no Event of Default has occurred and is continuing, the Company (which consent of the Company shall not be unreasonably withheld) pursuant to Section 10.06(c)  of the Credit Agreement.  The execution of this Agreement by [the Company, ] the Issuing Lenders and the Administrative Agent is evidence of this consent.  The Company agrees, and agrees to cause each other applicable Borrower, if requested by the Assignee pursuant to Section 2.05 of the Credit Agreement, to execute and deliver a Note payable to the order of the Assignee to evidence the assignment and assumption provided for herein ; provided that no assignment pursuant to this Agreement shall be effective unless it has been recorded in the Register as provided in Section 10.06(g)  (including any Note) .