Common use of Assignment Conditions Clause in Contracts

Assignment Conditions. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Term Loans, $1,000,000 and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that in each case, that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and (C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent an administrative questionnaire and the IRS forms described in Section 5.5(b) (including the Non-Bank Certificate, as applicable) and any forms described in Section 5.5(c) (if applicable). This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.

Assignment Conditions. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Term Facility or Revolving Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and, if applicable the Revolving Agent) shall not be less than (i) with respect to Term Loans, in an amount of an integral multiple of $1,000,000 and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that in each case, that simultaneous assignments by a single Lender to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent; provided, however, the consent of the Borrower shall not be required in connection with any assignment during the primary syndication of the Loans to the extent the list of potential Lenders has already been identified by the Lead Arrangers in consultation with the Borrower; (B) the parties to each assignment shall execute and deliver to the Administrative Agent and, if applicable, the Revolving Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and; (C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent and, if applicable, the Revolving Agent, an administrative questionnaire and the IRS Internal Revenue Service forms described in Section 5.5(b4.04(b) (including the Non-Bank Non‑Bank Certificate, as applicable) and any forms described in Section 5.5(cSections 4.04(c) and (d) (if applicable). This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.; and

Assignment Conditions. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityClass, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Term Loans, $1,000,000 and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that provided, in each case, that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent; provided that the conditions in this clause (A) shall not be applicable to transfers by the Administrative Agent pursuant to Section 12.15(e)(iii); (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that the conditions in this clause (B) shall not be applicable to transfers by the Administrative Agent pursuant to Section 12.15(e)(iii); and (C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent an administrative questionnaire Administrative Questionnaire and the IRS any applicable Internal Revenue Service forms described in Section 5.5(b) (including the Non-Bank Certificate, as applicable) and any forms documentation described in Section 5.5(c) or (d) (if applicable). This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.

Assignment Conditions. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Term Loans, $1,000,000 and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that in each case, that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and (C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent an administrative questionnaire and the IRS forms described in Section 5.5(b5.5(e) (including the Non-Bank U.S. Tax Compliance Certificate, as applicable) and any forms documentation described in Section 5.5(c5.5(e) (if applicable). This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.

Assignment Conditions. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityFacilityClass, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Dollar 2020 Term Loans, $1,000,000 (or, in the case of Euro 2020 Term B-1 Loans, €1,000,000) and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that provided, in each case, that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent; provided that the conditions in this clause (A) shall not be applicable to transfers by the Administrative Agent pursuant to Section 12.15(e)(iii); (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that the conditions in this clause (B) shall not be applicable to transfers by the Administrative Agent pursuant to Section 12.15(e)(iii); and (C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent an administrative questionnaire and the IRS any applicable Internal Revenue ServiceIRS forms described in Section 5.5(b) (including the Non-Bank Certificate, as applicable) and any forms documentation described in Section 5.5(c) or (d) (if applicable), and all other documents requested by the Administrative Agent pursuant to “know your customer” laws and anti-money laundering rules and regulations. This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.

Assignment Conditions. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Term Loans, $1,000,000 and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that provided, in each case, that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the U.S. Borrower otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and; (C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent an administrative questionnaire and the IRS Internal Revenue Service forms described in Section 5.5(b) (including the Non-Bank Certificate, as applicable) and any forms described in Section 5.5(c) (if applicable); and (D) if an assignment of Revolving Loans and/or Revolving Loan Commitments includes an amount outstanding from the European Borrower which is less than the Dollar Equivalent of Euro 50,000 (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet of het Financieel toezicht) (the “Dutch Act”), the Assignee shall, prior to such assignment, confirm and represent and warrant in writing to the European Borrower that it is a professional market party (professionele marktpartij) within the meaning of the Dutch Act. This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.

Assignment Conditions. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the Table of Contents assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Term Loans, $1,000,000 and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that in each case, that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and (C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent an administrative questionnaire and the IRS forms described in Section 5.5(b) (including the Non-Bank Certificate, as applicable) and any forms described in Section 5.5(c) (if applicable). This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.

Assignment Conditions. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolver Commitments or Loans under any FacilityLoans, the amount of the Revolver Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Term Loans, in an amount of an integral multiple of $1,000,000 and (ii) with respect to Revolving in the case of Loans and Revolving Loan Commitmentsor, $5,000,000 (provided that in each case, if less, all of such Lender’s remaining Loans and Revolver Commitments of the applicable class and shall be accompanied with a process and recordation fee of $3,500 payable to the Administrative Agent (provided that simultaneous assignments by a single Lender to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and (C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent and the Borrower an administrative questionnaire and the IRS Internal Revenue Service forms described in Section 5.5(b4.04(b) (including the Non-Bank Certificate, as applicable) and any forms described in Section 5.5(cSections 4.04(c) and (d) (if applicable). This Section 13.4(a12.04(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities classes (or tranches in respect thereof) on a non-pro rata basis.