Common use of Assignment and Assumption Clause in Contracts

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 (to be paid by the assigning Lender, or, in the case of an assignment pursuant to Section 2.20(b), the Borrower); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that such processing and recordation fee shall not apply to any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassignment permitted pursuant to Section 10.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee per assignment payable by the assignor (subject to Section 10.13(a)) directly to the Administrative Agent in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided. Such processing and recordation fees, further, that any together with the costs and expenses of the Agent incurred in connection with the execution and delivery of such Assignment and Assumption Assumption, shall include a representation be paid by either the assignor that or the assignee is not a Disqualified Institutionassignee. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, which shall include a representation that such assignee is not a Disqualified Institution, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 (treating multiple, simultaneous assignments within an Assignee Group as a single assignment); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A)only one (1) such fee shall be payable in respect of simultaneous assignments by a Lender and its Approved Funds) and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, assignment and that any the Borrower will not be required to pay such Assignment processing and Assumption shall include a representation recordation fee unless the assignment was requested by the assignor that the assignee is not a Disqualified InstitutionBorrower. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that no such processing and recordation fee shall be required in the case of an assignment by a Lender to an Affiliate of such Lender and the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 (to be paid by the assigning Lender, or, in the case of an assignment pursuant to Section 2.17(b), the Borrower); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that (A) only one such fee will be payable in connection with simultaneous assignments to two or more Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire in form and substance acceptable to the Administrative QuestionnaireAgent.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that (a) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any assignment and (b) only one such Assignment and Assumption fee shall include be payable in the event of contemporaneous assignments to an Assignee Group by a representation Lender or by the assignor that the assignee is not an Assignee Group to a Disqualified InstitutionLender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee charged to the applicable Lender or prospective Lender in the amount of $3,5003,500 as well as any documentation or information required pursuant to Section 3.01(e); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties Lender and the assignee party to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more Affiliates by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 payable to the Administrative Agent by the assignee with respect to such assignment (other than with respect to assignments pursuant to Section 10.13, in which case such fee shall be payable to the Administrative Agent by the Borrower); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, all requested “know your customer” documentation and the applicable tax forms under Section 3.01(e).

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption Agreement, together with a processing and recordation fee in the amount of $3,5003,500 (except in the case of a transfer at the demand of the Borrower under Section 13.14 hereof, in which case the Borrower shall pay such fee); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assigneeAssignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireadministrative questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided. For the avoidance of doubt, further, that no part of any such Assignment processing and Assumption recordation fee shall include a representation be payable by or otherwise for the assignor that the assignee is not a Disqualified Institutionaccount of any Loan Party, directly or indirectly. The assigneeEligible Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and any Tax forms or documentation required to be delivered pursuant to Section 5.11(g) as if such assignee were a Lender.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption Agreement, together with a processing and recordation fee of $3,5003,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire in form and substance satisfactory to the Administrative QuestionnaireAgent.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, which amount shall not be for the account of, or reimburseable from, directly or indirectly, the Borrower except as otherwise provided in Section 10.15; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 for each assignment; provided that provided, however, (A) no fee shall be due and payable if any Assignor is assigning to an Affiliate of such Assignor and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that such processing and recordation fee shall not apply to any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassignment permitted pursuant to Section 9.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (which shall contain, without limitation, a representation and warranty from the assignee that such assignee is not a Competitor), together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500in the amount, if any, required as set forth in Schedule 10.3(b) (unless waived by the Administrative Agent in its sole discretion); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment that, the processing and Assumption recordation fee the shall include a representation not apply to assignments made by the assignor that the assignee is not a Disqualified InstitutionAdministrative Agent which are permitted pursuant to Section 9.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and any Tax forms or documentation required to be delivered pursuant to Section 5.11(g).

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that provided, however, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment that, the processing and Assumption recordation fee shall include a representation not apply to assignments made by the assignor that the assignee is not a Disqualified InstitutionAdministrative Agent which are permitted pursuant to Section 9.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that assignment and for the avoidance of doubt no such fee shall be payable in connection with any such Assignment and Assumption shall include assignment by a representation by the assignor that the assignee is not Lender to a Disqualified InstitutionLender or an Affiliate or Approved Fund of a Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The Except with respect to an assignment pursuant to Section 9.09, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 and any documentation required under Section 3.01(e); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided. Other than in the case of assignment pursuant to Section 10.06(g) below, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any . and (ii) only one such Assignment processing and Assumption recordation shall include a representation be required in connection with concurrent assignments to or by the assignor that the assignee is not a Disqualified Institutionmore than one member of an Assignee Group. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment that, the processing and Assumption recordation fee shall include a representation not apply to assignments made by the assignor that the assignee is not a Disqualified InstitutionAdministrative Agent which are permitted pursuant to Section 9.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that such processing and recordation fee shall not apply to any such Assignment and Assumption shall include a representation by assignment made pursuant to clause (iii) of the assignor that the assignee is not a Disqualified Institutionlast sentence of Section 9.08. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 to be paid by the assignor or assignee (except in the case of an assignment at the request of the Borrower pursuant to Section 11.13); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 and documentation in accordance with Section 2.16(f); provided that (A)only one (1) such fee shall be payable in respect of simultaneous assignments by a Lender and its Approved Funds) and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any the Administrative Agent shall be deemed to have waived such Assignment processing and Assumption shall include a representation by recordation fees with respect to the assignor that the assignee is not a Disqualified InstitutionSpecified Assignments. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that assignment and for the avoidance of doubt no such fee shall be payable in connection with any such Assignment and Assumption shall include assignment by a representation by the assignor that the assignee is not Lender to a Disqualified InstitutionLender or an Affiliate or Approved Fund of a Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.. 108

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, assignment and such fee shall not be required in the case of an assignment by a Lender that any such Assignment and Assumption shall include a representation by is also an Arranger or an Affiliate of one of the assignor that the assignee is not a Disqualified InstitutionArrangers. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided. An assignment by any Lender, furtherunless otherwise agreed by Borrower, that shall be at such Lender’s expense, including the reasonable fees, charges and disbursements of counsel for Administrative Agent incurred in connection with any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any assignment and (ii) only one such Assignment processing and Assumption recordation shall include a representation be required in connection with concurrent assignments to or by the assignor that the assignee is not a Disqualified Institutionmore than one member of an Assignee Group. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided 3,500 for each assignment (provided, that (A) only one such fee will be payable in connection with simultaneous assignments to two or more Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided), further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireadministrative questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided. An assignment by any Lender, furtherunless otherwise agreed by Xxxxxxxx, that shall be at such Xxxxxx’s expense, including the reasonable fees, charges and disbursements of counsel for Administrative Agent incurred in connection with any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, and provided further that Borrower shall not be obligated to pay for such processing and recording fee except in the case of any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassignment made pursuant to Section 3.6(b). The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that no such processing and recordation fee shall be required in the case of an assignment by a Lender to an Affiliate of such Lender and the 123 64069629 Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender, and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative applicable Agent an Assignment and Assumption, Assumption together with a processing and recordation fee of $3,500; provided that the Administrative applicable Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, 143 provided further that such processing and recordation fee shall be waived in respect of any such Assignment assignments made between BTMU and Assumption shall include a representation by the assignor that the assignee is not a Disqualified InstitutionRBC and their respective Affiliates. The assignee, if it is not a Lender, shall deliver to the Administrative applicable Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that that, such processing and recordation fee shall not apply to any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassignment permitted pursuant to Section 10.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that no processing and recordation fee will be required in connection with any assignment from a Lender to an Affiliate of such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified InstitutionLender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500U.S.$3,500; provided provided, however, that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that and (ii) such processing and recordation fee will not be payable in any such Assignment and Assumption shall include assignment to an Affiliate of a representation by the assignor that the assignee is not a Disqualified InstitutionLender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall shall(iv) execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 (other than an assignment from a Lender to one or more of its Affiliates or pursuant to Section 11.13); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.; No

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that (A) such fee shall not be payable for any assignment from a Lender to an Affiliate of such Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that assignment and (ii) no such processing and recordation fee shall be due and payable in the case of any assignment by any Lender to another Lenders or an Affiliate of such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassigning Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an any such administrative questionnaire as the Administrative QuestionnaireAgent may request.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assigneeEligible Assignee, if it is not a Lender, 51729297_11 shall deliver to the Administrative Agent an administrative questionnaire and the Administrative QuestionnaireAgent shall further deliver such administrative questionnaire to the Borrower.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption Agreement, together with a processing and recordation fee in the amount of $3,5003,500 (except in the case of a transfer at the demand of the Borrowers under Section 13.14 hereof, in which case the Borrowers shall pay such fee); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireadministrative questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 paid by the assigning Lender (or the assignee); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any only one such Assignment and Assumption fee shall include a representation by be payable in the assignor that the assignee is not a Disqualified Institutionevent of simultaneous assignments to or from two or more Approved Funds. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 and documentation in accordance with Section 2.16(f); provided that (A)only one (1) such fee shall be payable in respect of simultaneous assignments by a Lender and its Approved Funds) and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.. 133

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided that that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; providedand provided further that, further, that such fee shall not apply to any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutiontransfers under Section 9.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and all applicable tax forms required pursuant to Section 3.01.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and 154 recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 (other than an assignment from a Lender to one or more of its Affiliates or pursuant to Section 11.13); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.; (v)

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, which, if such assignment relates to the Term B Facility, shall include a representation by the assignee that it is not a Disqualified Lender, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, #90857912v6 together with a processing and recordation fee of $US$3,500; provided that (x) other than with respect to Section 2.17(b), the Borrower shall not be required to pay any processing and recordation fee and (y) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that such processing and recordation fee shall not apply to any such Assignment and Assumption shall include a representation by assignment 210 made pursuant to clause (iii) of the assignor that the assignee is not a Disqualified Institutionlast sentence of ‎Section 9.08. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that (A) only one such fee will be payable in connection with simultaneous assignments to two or more Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and, unless otherwise agreed between the assigning Lender and such Assignee, if any Several Letters of Credit are outstanding, all such Outstanding Several Letters of Credit are either amended or replaced to give effect to such assignment.

Assignment and Assumption. The parties to each assignment (other than any assignment consummated in reliance on Section 10.07(k)) shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assigneeEligible Assignee, if it is shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. All assignments shall be by novation.

Assignment and Assumption. The Unless waived by the Administrative Agent in its sole discretion, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may3,500 (which shall be waived for any assignment between Lenders or between any Lender and its Affiliate (so long as, in its sole discretioneach case, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The Defaulting Lender)), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500(payable by the assignor Lender or the assignee Lender) in the amount, if any, required as set forth in Schedule 12.08; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that 128 the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that such processing and recordation fee shall not apply to any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassignment permitted pursuant to Section 10.09. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The Except with respect to an assignment pursuant to Section 9.09, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 and any documentation required under Section 3.10(e); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided. Other than in the case of assignment pursuant to Section 10.06(h) below, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with and shall pay or cause to be paid to the Administrative Agent a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any 122 and such Assignment and Assumption fee shall include be waived in the event of an assignment by a representation by the assignor that the assignee is not a Disqualified InstitutionLender to its Affiliate. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with and shall pay or 153 63861415 cause to be paid to the Administrative Agent a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any and such Assignment and Assumption fee shall include be waived in the event of an assignment by a representation by the assignor that the assignee is not a Disqualified InstitutionLender to its Affiliate. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided. An assignment by any Lender, furtherunless otherwise agreed by Xxxxxxxx, that shall be at such Xxxxxx’s expense, including the reasonable fees, charges and disbursements of counsel for Administrative Agent incurred in connection with any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institutionassignment. The assigneeAssignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireadministrative questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 (it being understood that pursuant to such Assignment and Assumption Agreement the assignee shall be bound by the terms of the Pledge Agreement); provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that any such Assignment and Assumption shall include a representation by the assignor that the assignee is not a Disqualified Institution. The assignee, if it is shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that assignment and for the avoidance of doubt no such fee shall be payable in connection with any such Assignment and Assumption shall include assignment by a representation by the assignor that the assignee is not Lender to a Disqualified InstitutionLender or an Affiliate or Approved Fund of a Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.. (v)

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive 109 such processing and recordation fee in the case of any assignment; and provided, further, that any such Assignment processing and Assumption recordation fee shall include be waived in the case of an assignment to an Affiliate of a representation by the assignor that the assignee is not a Disqualified InstitutionLender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, provided further, that such fee will be waived for any such Assignment and Assumption shall include assignment from a representation by the assignor that the assignee is not Lender to an Affiliate of a Disqualified InstitutionLender or an Approved Fund. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; and provided, further, that the Borrower shall not in any event be required to pay any portion of such Assignment and Assumption shall include fee unless the Borrower requests that a representation by Lender be replaced pursuant to the assignor that the assignee is not a Disqualified Institutionprovisions of Section 10.16. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.