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 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 be in an amount of an integral multiple of $1,000,000 (provided that simultaneous assignments by a single Lender to or by two 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); (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 Internal Revenue Service forms described in Section 4.04(b) (including the Non‑Bank Certificate, as applicable) and any forms described in Sections 4.04(c) and (d) (if applicable); and (D) a $3,500 processing fee shall be paid in connection with any assignment (other than assignments (x) by or to Jefferies or KeyBank or their respective Affiliates or (y) in the case of an Assignee which is already a Lender or is an Affiliate or an Approved Fund of a Lender or a Person under common management with a Lender); provided that, for the avoidance of doubt, such processing fee shall be paid by the applicable Assignee or Lender assigning its Loans and/or Commitments and shall not be payable by Holdings, the Borrower or any of their respective Subsidiaries. This Section 12.04(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Term 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 in an amount of an integral multiple of less than $1,000,000 (provided that simultaneous assignments by a single Lender to or by two 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 Joint 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); (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 Internal Revenue Service forms described in Section 4.04(b) (including the Non‑Bank Non-Bank Certificate, as applicable) and any forms described in Sections Section 4.04(c) and (d) (if applicable); and (D) a $3,500 processing fee shall be paid in connection with any assignment (other than assignments (x) by or to Jefferies UBS AG, Stamford Branch or KeyBank or their respective its Affiliates or (y) in the case of an Assignee which is already a Lender or is an Affiliate or an Approved Fund of a Lender or a Person under common management with a Lender); provided that, for the avoidance of doubt, such processing fee shall be paid by the applicable Assignee or Lender assigning its Loans and/or Commitments and shall not be payable by Holdings, the Borrower or any of their respective Subsidiaries. This Section 12.04(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Term Facilities on a non‑pro 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 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 and, if applicable the Revolving Agent) shall not be in an amount of an integral multiple of less than $1,000,000 (provided that simultaneous assignments by a single Lender to or by two or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent; provided, however, provided that the consent of the Borrower conditions in this clause (A) shall not be required in connection with any assignment during the primary syndication of the Loans applicable to the extent the list of potential Lenders has already been identified transfers by the Lead Arrangers in consultation with the BorrowerAdministrative Agent pursuant to Section 12.15(e)(iii); (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); 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 and, if applicable, the Revolving Agent, an administrative questionnaire and the Internal Revenue Service any applicable IRS forms described in Section 4.04(b5.5(b) (including the Non‑Bank Non-Bank Certificate, as applicable) and any forms documentation described in Sections 4.04(cSection 5.5(c) and or (d) (if applicable); and (D) a $3,500 processing fee shall be paid in connection with any assignment (, and all other than assignments (x) by or to Jefferies or KeyBank or their respective Affiliates or (y) in the case of an Assignee which is already a Lender or is an Affiliate or an Approved Fund of a Lender or a Person under common management with a Lender); provided that, for the avoidance of doubt, such processing fee shall be paid documents requested by the applicable Assignee or Lender assigning its Loans and/or Commitments Administrative Agent pursuant to “know your customer” laws and shall not be payable by Holdings, the Borrower or any of their respective Subsidiariesanti-money laundering rules and regulations. This Section 12.04(a13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Term Facilities on a non‑pro 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 LenderXxxxxx’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 in an amount of an integral multiple of less than $1,000,000 (provided that simultaneous assignments by a single Lender to or by two 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 Joint 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); (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 Internal Revenue Service forms described in Section 4.04(b) (including the Non‑Bank Non-Bank Certificate, as applicable) and any forms described in Sections Section 4.04(c) and (d) (if applicable); and (D) a $3,500 processing fee shall be paid in connection with any assignment (other than assignments (x) by or to Jefferies Xxxxxxx Xxxxx Bank USA or KeyBank or their respective its Affiliates or (y) in the case of an Assignee which is already a Lender or is an Affiliate or an Approved Fund of a Lender or a Person under common management with a Lender); provided that, for the avoidance of doubt, such processing fee shall be paid by the applicable Assignee or Lender assigning its Loans and/or Commitments and shall not be payable by Holdings, the Borrower or any of their respective Subsidiaries. This Section 12.04(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Term Facilities on a non‑pro non-pro rata basis.