Common use of Assignment of Rights and Obligations Clause in Contracts

Assignment of Rights and Obligations. Any of the Banks (as well as any of their assignees) may freely assign their rights and obligations to (i) any of its affiliate companies, and, in such case the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of its obligations under this Agreement. Pursuant to the terms and conditions of said assignments, each assignee, once the assignment is legally served to the Borrower and the Administrative Agent, shall have the same benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had under this Agreement if no assignment had been carried out.

Assignment of Rights and Obligations. (a) Any Investor may assign to any Assignee all or a portion of the Banks (as well as any of their assignees) may freely assign their its rights and obligations under this Agreement (including, without limitation, its right to make Purchases and reinvestments from time to time hereunder and all Eligible Assets owned by it); provided, however, that (i) each such assignment shall be of not less than $1,000,000 of such Investor's right to make Purchases under this Agreement and the Eligible Assets owned by it, (ii) each such assignment shall be to an Eligible Assignee, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, (iv) the consent of the Agent shall first have been obtained and (v) the Seller should execute and deliver to the Agent for the account of such Assignee a Certificate in form and substance satisfactory to the Agent. Upon such execution, delivery and acceptance of any Assignment and Acceptance, from and after the effective date specified in such Assignment and Acceptance, which effective date shall be the later of (x) the date the Agent receives such executed Assignment and Acceptance and (y) the date of such Assignment and Acceptance, (I) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have all the rights and obligations of an Investor hereunder and (II) the assigning Investor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its affiliate companies, rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Investor's rights and obligations under this Agreement, such case Investor shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Banks shall duly serve assigning Investor and the Borrower notice within a period Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Investor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Transaction Document or any other document furnished pursuant hereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of *** Business Days as this Agreement or any other Transaction Document or any other document furnished pursuant hereto, or the perfection, priority or value of any ownership interest or security interest created or purported to be created hereunder or under the execution of the assignmentReceivables Contribution and Sale Agreement; and/or (ii) any the assigning Investor makes no representation or warranty and assumes no responsibility with respect to the financial institution or entity domiciled in any condition of the countries following Seller or any Originator or the standards Collection Agent or the performance or observance by the Seller or any Originator or the Collection Agent of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of its obligations under this Agreement. Pursuant to the terms and conditions Agreement or any other Transaction Document or any other document furnished pursuant hereto; (iii) such Assignee confirms that it has received copies of said assignments, each assignee, once the assignment is legally served to the Borrower this Agreement and the Administrative other Transaction Documents, together with such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, shall have the same benefits and/or rightsany Managing Agent, and/or sharesany of its Affiliates, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had Investor or any former Owner and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents and the other documents furnished pursuant hereto; (v) such Assignee confirms that it is an Eligible Assignee; (vi) such Assignee appoints and authorizes the Agent and its Managing Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents and the other instruments and documents furnished pursuant hereto as are delegated to the Agent or such Managing Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; (vii) such Assignee appoints as its agent the Collection Agent from time to time designated pursuant to Section 6.01 to enforce its respective rights and interests in and under the Pool Receivables and the Related Security and Collections with respect thereto and the related Contracts; (viii) such Assignee agrees that it will not institute against any Investor or any former Investor any proceeding of the type referred to in clause (i) of Section 7.01(g) so long as any promissory notes issued by any Investor or any former Investor shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such promissory notes shall have been outstanding; and (ix) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as an Investor. (c) The Agent shall maintain at its office referred to in Section 11.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the "REGISTER") for the recordation of the name and address of each Investor and the Purchase Limit of, and the amount of the Capital of each Eligible Asset owned by, each Investor from time to time, which shall be available for inspection by the Seller and the Managing Agents at any reasonable time and from time to time upon reasonable prior notice. The entries in such register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Managing Agents, the Collection Agent and the Agent may treat each Person whose name is recorded in such register as an Investor hereunder for all purposes of this Agreement. (d) Upon its receipt of an Assignment and Acceptance executed by any assigning Investor and an Assignee representing that it is an Eligible Assignee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance and (ii) give prompt notice thereof to the Seller and the Collection Agent. (e) Each Investor may sell participations to one or more Persons (other than the Seller or any of its Affiliates) in or to all or a portion of its interest in any Eligible Asset under this Agreement (including, without limitation, all or a portion of the Eligible Assets owing to it and the Certificate); PROVIDED, HOWEVER, that (i) such Investor's obligations under this Agreement (including, without limitation, its Purchase Limit hereunder) shall remain unchanged, (ii) such Investor shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Investor shall remain the holder of any Certificate for all purposes of this Agreement, (iv) the Seller, the Agent and the other Investors shall continue to deal solely and directly with such Investor in connection with such Investor's rights and obligations under this Agreement and (v) no assignment had been carried outParticipant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Certificate, or any consent to any departure by the Seller therefrom, except to the extent that such amendment, waiver or consent would reduce the Capital of, or Yield on, the Certificate or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of Capital of, or Yield on, the Certificate or any fees or other amounts hereunder, in each case to the extent subject to such participation.

Assignment of Rights and Obligations. Any of the Banks (as well as any of their assignees) 8.1. The Lessee may freely assign their rights and obligations to (i) any not assign/transfer or otherwise dispose of its affiliate companies, and, in such case the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, rights and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of Preliminary Agreement without the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the BorrowerLessor’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if . During the Borrower fails to either accept or reject whole term of the assignment request. Such Borrower’s consent shall not be necessary in case, at Preliminary Agreement (from the time of executing entering into the assignmentPreliminary Agreement to the time of state registration of the Lease Agreement), the Borrower had failed Lessor may make transactions with any persons aimed at alienation of the Building and all Checkpoints, provided that the transfer of title to fulfill any the Premises in pursuance of its obligations under this such transactions is permitted only after the state registration of the Lessor’s title to the Building and Checkpoints and the state registration of the Lease Agreement. Pursuant At the same time, no consent to such transactions shall be required from the terms Lessee. However, if the relevant transaction referred to in this paragraph above involves partial alienation of the Premises (not of the Building and conditions all of said assignmentsthe Checkpoints), each assignee, once then the assignment is legally served to the Borrower and the Administrative Agent, Lessor shall have such transaction approved by the Lessee. At the same benefits and/or rightstime, and/or sharesthe Lessee may not withhold its approval without valid grounds. 8.2. In cases of novation of the Lessor’s Party hereunder, and/or dutiesthe Lessee shall provide the new lessor and (if applicable) the remaining (in respect of a certain portion of the Premises) current Lessor with the similar Bank Guarantee with the amount, and/or chargesvalidity period and other conditions to be determined from time to time under the provisions of Clause 7.2 of the Preliminary Agreement not later than within fifteen (15) Business Days from the date when the Lessee has been notified of the closed transaction involving the novation of the Lessor’s Party, and/or obligations and/or contractual position as provided that the assigning Lessor or the new lessor compensates for the Lessee’s expenses incurred in reissue of the Bank would Guarantee in favor of the new lessor, and if such expenses have had been compensated but the new Bank Guarantee has not been provided within the time limit specified in this paragraph, the Lessee undertakes to make the Security Payment in the manner and under this Agreement if no assignment had been carried outthe conditions specified in Clauses 7.3.6 – 7.3.7 of the Preliminary Agreement.

Assignment of Rights and Obligations. Any of 8.2.1 The Lessee may not assign, pledge, contribute to the Banks authorized (share) capital or as well as any of their assignees) may freely assign their rights and obligations to (i) a share contribution, and/or encumber/transfer otherwise any of its affiliate companies, and, in such case the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, rights and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of Lease Agreement without the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the BorrowerLessor’s prior written consent. 8.2.2 The Lessor may sell, which shall not be rejected without reason nor delayed pledge and otherwise dispose of its rights to the Land Plot, the Warehouse Complex/Premises (for a period longer case of selling the Premises – only and solely as a whole), and make any transaction aimed at such alienation/pledge/other disposal, except for cases stipulated in Clause 8.2.3 below; no consent from the Lessee for such actions is required. The Lessor shall send the Lessee a written notice about the transaction made not later than *** in ten (10) Business Days if from the transaction date. 8.2.3 Subject to the proper performance by the Lessee of its obligations hereunder, sale of the Premises to persons engaged in the core activity of trade and/or logistic operations using the following registered trademarks: … shall be allowed only with the prior consent of the Lessee. For the avoidance of doubt, the Parties additionally confirm that in cases, other than the above, the Lessee’s consent to the sale/disposal of the Premises is not required, being it hereby inter alia, the Lessor may sell all the Premises/the Land Plot without any restrictions: • to any persons who fail to meet the criteria specified in the first paragraph of this clause; • to banks, lending institutions, financial institutions, investment companies, funds (including persons that are members of the same group of persons as they are and do not perform trade and/or logistic operations under the trademarks listed in the first paragraph of this clause), including those participating in the capital of the persons set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject first paragraph of this clause and/or investing in their activities/financing such persons; • in cases of material breach by the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any Lessee of its obligations under this Lease Agreement, which invalidate the sale restrictions listed in the first paragraph of this clause, the Lessor may also sell the Premises, inter alia, to the persons listed in the first paragraph of this clause. 8.2.4 If a change of control occurs in regard to the Land Plot/Premises, the Lessee hereby makes arrangements for the Lessor to transfer all of the following payments received by the Lessor from the Lessee to a new lessor: • amounts of the Security Payment at the disposal of the Lessor, except for the amount of deductions/withholdings from the Security Payment made by the Lessor and not replenished by the Lessee (with respect to the amount of such deductions/withholdings, the Lessee agrees to replenish the Security Payment amounts to the new lessor). Pursuant to At the same time, the Parties confirm that, if the terms and conditions of said assignmentsthe transaction between the Lessor and the new lessor contain, each assigneeas a condition, once the assignment is legally served Lessor’s obligation to transfer the Security Payment to the Borrower new lessor, then the new lessor may not demand payment of the Security Payment in the amount, in which it should be transferred by the Lessor (but excluding the amounts of deductions/withholdings from the Security Payment made by the Lessor and not replenished by the Lessee: in respect of the amount of such deductions/withholdings, the Lessee agrees to replenish the Security Payment amounts to the new lessor); • the Lease Payment amount payable to the Lessor and the Administrative Agentnew lessor for the month when the change of control takes place is calculated as follows: the amount of Lease Payment for the relevant month is divided by the number of calendar days of that month. The resulting amount is multiplied by: • the number of days from the first day of the month to the date preceding the date of the transaction entailed the change of control (inclusive), and such amount is payable to the Lessor; • the number of days from the date of the transaction entailed the change of control to the last calendar day of the relevant month (inclusive), and such amount is payable to the new lessor in full. 8.2.5 The Parties shall reconcile payments and exchange reconciliation certificates within ten (10) Business Days from the novation of the Lessor’s Party under the Lease Agreement. 8.2.6 If before the first change of control event hereunder the Lessee has submitted the Bank Guarantee as a security for its obligations, the Lessee shall provide the new lessor and (if applicable) the remaining (in respect of a certain portion of the Premises) current Lessor with the similar Bank Guarantee with the amount, validity period and other conditions to be determined from time to time in accordance with the provisions of Clause 4.12 of the Preliminary Agreement and Appendix 8 to the Lease Agreement, in proportion to the ratio of the Leased Area of the Premises, the rights in respect of which are transferred to a third party, to the total Leased Area of the Premises, not later than within ten (10) Business Days from the date when the Lessee has been notified of the novation of the Lessor’s Party. In case of failure to provide a new Bank Guarantee within the time limit specified in this paragraph, the Lessee undertakes to provide the Security Payment in the manner and under the conditions specified in Clause 4.13 of the Lease Agreement and Appendix 8 to the Lease Agreement. In cases of subsequent change of control events hereunder, the Lessee shall provide the new lessor and (if applicable) the remaining (in respect of a certain portion of the Premises) current Lessor with the similar Bank Guarantee with the amount, validity period and other conditions to be determined from time to time under the provisions of Clause 4.12 of the Lease Agreement and Appendix 8 to the Lease Agreement, in proportion to the ratio of the Leased Area of the Premises, the rights in respect of which are transferred to a third party, to the total Leased Area of the Premises, not later than within ten (10) Business Days from the date when the Lessee has been notified of the novation of the Lessor’s Party, provided that the Lessor or the new lessor compensates the Lessee’s expenses for reissue of the Bank Guarantee in favor of the new lessor, and if such expenses have been compensated but the same benefits and/or rightsnew Bank Guarantee has not been provided within the time limit specified in this paragraph, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had Lessee undertakes to make the Security Payment in the manner and under this the conditions specified in Clause 4.13 of the Lease Agreement if no assignment had been carried outand Appendix 8 to the Lease Agreement.

Assignment of Rights and Obligations. Any of 8.2.1 The Lessee may not assign, pledge, contribute to the Banks authorized (share) capital or as well as any of their assignees) may freely assign their rights and obligations to (i) a share contribution, and/or encumber/transfer otherwise any of its affiliate companies, and, in such case the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, rights and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of Lease Agreement without the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the BorrowerLessor’s prior written consent. 8.2.2 The Lessor may sell, which shall not be rejected without reason nor delayed pledge and otherwise dispose of its rights to the Land Plot, the Warehouse Complex/Premises (for a period longer case of selling the Premises – only and solely as a whole), and make any transaction aimed at such alienation/pledge/other disposal, except for cases stipulated in Clause 8.2.3 below; no consent from the Lessee for such actions is required. The Lessor shall send the Lessee a written notice about the transaction made not later than *** in ten (10) Business Days if from the transaction date. 8.2.3 Subject to the proper performance by the Lessee of its obligations hereunder, sale of the Premises to persons engaged in the core activity of trade and/or logistic operations using the following registered trademarks: … shall be allowed only with the prior consent of the Lessee. For the avoidance of doubt, the Parties additionally confirm that in cases, other than the above, the Lessee’s consent to the sale/disposal of the Premises is not required, being it hereby inter alia, the Lessor may sell the Premises/the Land Plot without any restrictions: • to any persons who fail to meet the criteria specified in the first paragraph of this clause; • to banks, lending institutions, financial institutions, investment companies, funds (including persons that are members of the same group of persons as they are and do not perform trade and/or logistic operations under the trademarks listed in the first paragraph of this clause), including those participating in the capital of the persons set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject first paragraph of this clause and/or investing in their activities/financing such persons; • in cases of material breach by the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any Lessee of its obligations under this Lease Agreement, which invalidate the sale restrictions listed in the first paragraph of this clause, the Lessor may also sell the Premises, inter alia, to the persons listed in the first paragraph of this clause. 8.2.4 If a change of control occurs in regard to the Land Plot/Premises, the Lessee hereby makes arrangements for the Lessor to transfer all of the following payments received by the Lessor from the Lessee to a new lessor: • amounts of the Security Payment at the disposal of the Lessor, except for the amount of deductions/withholdings from the Security Payment made by the Lessor and not replenished by the Lessee (with respect to the amount of such deductions/withholdings, the Lessee agrees to replenish the Security Payment amounts to the new lessor). Pursuant to At the same time, the Parties confirm that, if the terms and conditions of said assignmentsthe transaction between the Lessor and the new lessor contain, each assigneeas a condition, once the assignment is legally served Lessor’s obligation to transfer the Security Payment to the Borrower new lessor, then the new lessor may not demand payment of the Security Payment in the amount, in which it should be transferred by the Lessor (but excluding the amounts of deductions/withholdings from the Security Payment made by the Lessor and not replenished by the Lessee: in respect of the amount of such deductions/withholdings, the Lessee agrees to replenish the Security Payment amounts to the new lessor); • the Lease Payment amount payable to the Lessor and the Administrative Agentnew lessor for the month when the change of control takes place is calculated as follows: the amount of Lease Payment for the relevant month is divided by the number of calendar days of that month. The resulting amount is multiplied by: • the number of days from the first day of the month to the date preceding the date of the transaction entailed the change of control (inclusive), shall have and such amount is payable to the same benefits and/or rightsLessor; • the number of days from the date of the transaction entailed the change of control to the last calendar day of the relevant month (inclusive), and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as and such amount is payable to the assigning Bank would have had under this Agreement if no assignment had been carried outnew lessor in full.

Assignment of Rights and Obligations. Any of This Agreement and the Banks (as well as any of their assignees) may freely assign their Parties’ respective rights and obligations hereunder may not be transferred, conveyed or assigned to any third party without the prior written consent of the other Parties hereto, provided, however, that (i) TopSpin may assign its rights and obligations under this Agreement to any of its affiliate companiesAffiliates, andprovided that this shall be without prejudice to any of Anavid and Ahzakot’s rights herein; (ii) without derogating from (i), following the Closing, TopSpin and the Company may assign their respective rights and obligations under this Agreement to any Person owning or acquiring all or substantially all the assets of TopSpin or the Company, as applicable, (including this Agreement) or into which TopSpin or the Company, as applicable, shall merge, whether by operation of law or otherwise, provided that this shall be without prejudice to any of Anavid and Ahzakot’s rights herein; and (iii) Anavid may assign its rights (in whole but not in part) to receive payments under Sections 11.6 and 11.7 to Ahzakot Upituach through a written notice to the Company and TopSpin, subject to Ahzakot Upituach’s written consent (a copy of which shall be delivered to the Company) and delivery of a written approval of Bank Leumi (or any other Person in favor of which payments under Sections 11.6 and 11.7 are charged), and in such case the Banks provisions of this Agreement governing the royalty payments under Sections 11.6 and 11.7 shall duly serve continue to apply mutatis mutandis viz. Ahzakot Upituach, including, without limitation, rights to make deductions and the Borrower notice within a period deemed payment thereof and that all payments shall be made by the Company to Ahzakot Upituach only (unless deducted in accordance with this Agreement). For the removal of *** Business Days as of the execution of the doubt, upon such assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it Anavid shall not be necessary to notify have any claims against the Borrower about the whole Company, TopSpin or part of the benefits and/or rightstheir directors, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant officers and shareholders and their respective successors and assigns with respect to the Loan to non-receipt of any Person other than royalty payment and nothing herein shall derogate from Section 14 hereof. For the ones abovementioned as long as they have avoidance of doubt, if TopSpin transfers any shares in the Borrower’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expiresCompany, it shall be deemed accepted if the Borrower fails entitled to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of assign its rights and obligations under this Agreement. Pursuant Agreement to the terms and conditions transferee of said assignments, each assignee, once the assignment is legally served to the Borrower and the Administrative Agent, shall have the same benefits and/or rights, and/or such shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had under this Agreement if no assignment had been carried out.

Assignment of Rights and Obligations. Any (a) Each Purchaser may assign to any Assignee, and if required by the Seller pursuant to SECTION 2.14 will assign to the Assignee designated pursuant to such Section, all or a portion of the Banks (as well as any of their assignees) may freely assign their its rights and obligations under this Agreement (including, without limitation, its right to make Purchases and reinvestments from time to time hereunder and all Receivable Interests owned by it); PROVIDED, however, that (i) each such assignment shall be to an Eligible Assignee and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Upon such execution, delivery and acceptance of any Assignment and Acceptance, from and after the effective date specified in such Assignment and Acceptance, which effective date shall be the later of (x) the date the Administrative Agent receives such executed Assignment and Acceptance and (y) the date of such Assignment and Acceptance, (I) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have all the rights and obligations of a Purchaser hereunder and (II) the assigning Purchaser shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its affiliate companies, rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Purchaser's rights and obligations under this Agreement, such case Purchaser shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Banks shall duly serve assigning Purchaser and the Borrower notice within a period Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Purchaser makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or in connection herewith or the execution, legality, validity, enforceability, genuineness, sufficiency or value of *** Business Days as this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or in connection herewith, or the perfection, priority or value of the execution of the assignmentany ownership interest or security interest created or purported to be created hereunder or thereunder; and/or (ii) any the assigning Purchaser makes no representation or warranty and assumes no responsibility with respect to the financial institution or entity domiciled in any condition of the countries following Seller, WORLDCOM or any Originator or the standards performance, or the observance, by the Seller, WORLDCOM or any Originator of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of its obligations under this Agreement. Pursuant Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or in connection herewith; (iii) such Assignee confirms that it has received copies of this Agreement and the other Transaction Documents, together with such other documents and information as it has deemed appropriate to the terms make its own analysis and conditions of said assignmentsdecision to enter into such Assignment and Acceptance; (iv) such Assignee will, each assignee, once the assignment is legally served to the Borrower independently and without reliance upon the Administrative Agent, shall have the same benefits and/or rightsany Managing Agent, and/or sharesany of its Affiliates, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had Purchaser, any other Purchaser or any former Owner or other Indemnified Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents and the other instruments and documents furnished pursuant hereto; (v) such Assignee confirms that it is an Eligible Assignee; (vi) such Assignee appoints and authorizes each of the Managing Agent of such assigning Purchaser (or such other Managing Agent as shall be designated by such Assignee in such Assignment and Acceptance) and the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents and the other instruments and documents furnished pursuant hereto or in connection herewith as are delegated to such Managing Agent or the Administrative Agent, respectively, by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; (vii) such Assignee appoints as its agent the Servicer from time to time designated pursuant to SECTION 6.01 to enforce its respective rights and interests in and under the Pool Receivables and the Related Security and Collections with respect thereto and the related Contracts; (viii) such Assignee agrees that it will not institute against any Purchaser or any former Purchaser any proceeding of the type referred to in SECTION 7.01(G) so long as any commercial paper notes issued by any Purchaser or any former Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such commercial paper notes shall have been outstanding; and (ix) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Purchaser. (c) The Administrative Agent shall maintain at its office referred to in SECTION 12.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the name and address of each Purchaser, which shall be available for inspection by the Seller and the Managing Agents at any reasonable time and from time to time upon reasonable prior notice. The entries in such register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Servicer and the Managing Agent may treat each Person whose name is recorded in such register as a Purchaser hereunder for all purposes of this Agreement. (d) Upon its receipt of an Assignment and Acceptance executed by any assigning Purchaser and an assignee representing that it is an Eligible Assignee, the Administrative Agent shall, if no assignment had such Assignment and Acceptance has been carried outcompleted and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance and (ii) give prompt notice thereof to the Seller, the Servicer and each Managing Agent.

Assignment of Rights and Obligations. Any (a) Each Member may assign to any Assignee, and if required by the Seller pursuant to SECTION 2.14 will assign to the Assignee designated pursuant to such Section, all or a portion of the Banks (as well as any of their assignees) may freely assign their its rights and obligations to under this Agreement (including, without limitation, all or a portion of its Commitment and of the portion of the Receivable Interests owned by it); PROVIDED, HOWEVER, that (i) any each such assignment shall be a constant, and not a varying, percentage of such Member's rights and obligations under this Agreement and the portion of the Receivable Interests owned by it, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the later of (x) the date the Administrative Agent receives the executed Assignment and Acceptance and (y) the date of such Assignment and Acceptance, (I) the Assignee thereunder shall be a party hereto and shall have all the rights and obligations of a Member hereunder, (II) such Assignee shall thereby become a Member of the Purchaser Group of the assigning Member and (III) the assigning Member shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its affiliate companies, rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Member's rights and obligations under this Agreement, such case Member shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Banks shall duly serve assigning Member and the Borrower notice within a period Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Member makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or in connection herewith, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of *** Business Days as this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection, priority or value of the execution of the assignmentany ownership interest or security interest created or purported to be created hereunder or thereunder; and/or (ii) any the assigning Member makes no representation or warranty and assumes no responsibility with respect to the financial institution or entity domiciled in any condition of the countries following Seller, WORLDCOM or any Originator or the standards performance, or the observance, by the Seller, WORLDCOM or any Originator of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of its obligations under this Agreement. Pursuant Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or in connection herewith; (iii) such Assignee confirms that it has received copies of this Agreement and the other Transaction Documents, together with such other documents and information as it has deemed appropriate to the terms make its own analysis and conditions of said assignmentsdecision to enter into such Assignment and Acceptance; (iv) such Assignee will, each assignee, once the assignment is legally served to the Borrower independently and without reliance upon the Administrative Agent, shall have the same benefits and/or rightsany of its Affiliates, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had Member or any other Member or any former Member or other Indemnified Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents and the other instruments and documents furnished pursuant hereto or in connection herewith; (v) such Assignee confirms that it is an Eligible Assignee; (vi) such Assignee appoints and authorizes the Administrative Agent and the Group Managing Agent of the applicable Purchaser Group to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents and the other instruments and documents furnished pursuant hereto as are delegated to the Administrative Agent and such Group Managing Agent, respectively, by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; (vii) such Assignee appoints as its agent the Servicer from time to time designated pursuant to SECTION 6.01 to enforce its respective rights and interests in and under the Pool Receivables and the Related Security and Collections with respect thereto and the related Contracts; (viii) such Assignee agrees that it will not institute against any Purchaser or any former Purchaser any proceeding of the type referred to in SECTION 7.01(G) so long as any commercial paper notes issued by such Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such commercial paper notes shall have been outstanding; and (ix) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Member. (c) The Administrative Agent shall maintain at its office referred to in SECTION 12.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the "REGISTER") for the recordation of the names and addresses of the Group Managing Agent of each Purchaser Group and the Members of such Purchaser Group and the Commitment of, and the portion of each Receivable Interest owned by, each Member of such Purchaser Group from time to time, which Register shall be available for inspection by the Seller and the Members at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Servicer, the Group Managing Agents, the Members and the Administrative Agent may treat each Person whose name is recorded in the Register as a Member hereunder for all purposes of this Agreement. (d) Upon its receipt of an Assignment and Acceptance executed by any assigning Member and an assignee representing that it is an Eligible Assignee, the Administrative Agent shall, if no such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance and (i) give prompt notice thereof to the Seller, the Servicer, the assigning Member's Group Managing Agent and each Member of the assigning Member's Purchaser Group. In the case of any such assignment had been carried outby a Member, within five Business Days after its receipt of the notice thereof the Seller, at its expense, shall execute and deliver to the Administrative Agent a Certificate for such Assignee.

Assignment of Rights and Obligations. Any of the Banks (as well as any of their assignees) 8.1. The Lessee may freely assign their rights and obligations to (i) any not assign/transfer or otherwise dispose of its affiliate companies, and, in such case the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, rights and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of Preliminary Agreement without the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the BorrowerLessor’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if . During the Borrower fails to either accept or reject whole term of the assignment request. Such Borrower’s consent shall not be necessary in case, at Preliminary Agreement (from the time of executing entering into the assignmentPreliminary Agreement to the time of state registration of the Lease Agreement), the Borrower had failed Lessor may make transactions with any persons aimed at alienation of all Blocks and all Checkpoints, provided that the transfer of title to fulfill any the Premises in pursuance of its obligations under this such transactions is permitted only after the state registration of the Lessor’s title to the Blocks and Checkpoints and the state registration of the Lease Agreement. Pursuant At the same time, no consent to such transactions shall be required from the terms and conditions Lessee. However, if the relevant transaction referred to in this paragraph above involves partial alienation of said assignmentsthe Premises (not all of the Blocks, each assigneenot all of the Checkpoints), once then the assignment is legally served to the Borrower and the Administrative Agent, Lessor shall have such transaction approved by the Lessee. At the same benefits and/or rightstime, and/or sharesthe Lessee may not withhold its approval without valid grounds. 8.2. In cases of novation of the Lessor’s Party hereunder, and/or dutiesthe Lessee shall provide the new lessor and (if applicable) the remaining (in respect of a certain portion of the Premises) current Lessor with the similar Bank Guarantee with the amount, and/or chargesvalidity period and other conditions to be determined from time to time under the provisions of Clause 7. 2 of the Preliminary Agreement not later than within fifteen (15) Business Days from the date when the Lessee has been notified of the closed transaction involving the novation of the Lessor’s Party, and/or obligations and/or contractual position as provided that the assigning Lessor or the new lessor compensates for the Lessee’s expenses incurred in reissue of the Bank would Guarantee in favor of the new lessor, and if such expenses have had been compensated but the new Bank Guarantee has not been provided within the time limit specified in this paragraph, the Lessee undertakes to make the Security Payment in the manner and under this Agreement if no assignment had been carried outthe conditions specified in Clauses 7.3.6 – 7.3.7 of the Preliminary Agreement.

Assignment of Rights and Obligations. Any (a) Each Member may assign to any Eligible Assignee all or a portion of the Banks (as well as any of their assignees) may freely assign their its rights and obligations to under this Agreement (including, without limitation, all or a portion of its Bank Commitment and of the portion of the Eligible Assets owned by it); PROVIDED, HOWEVER, that (i) each such assignment shall be a constant, and not a varying, percentage of such Member's rights and obligations under this Agreement and the portion of the Eligible Assets owned by it, (ii) in the case of any assignment by any Member that is not assigning pursuant thereto all of its affiliate companiesright and obligations under this Agreement, and, in the amount of the Bank Commitment being assigned pursuant to each such case the Banks shall duly serve the Borrower notice within a period of *** Business Days assignment (determined as of the execution date of the Assignment and Acceptance with respect to such assignment) shall be at least $1,000,000 (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recording fee of $2,500, (v) the consent of the Agent shall first have been obtained and (vi) the Seller shall execute and deliver to the Agent for the account of such Assignee a Certificate in form and substance satisfactory to the Agent. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the later of (x) the date the Agent receives the executed Assignment and Acceptance and (y) the date of such Assignment and Acceptance, (I) the assignee thereunder shall be a party hereto and shall have all the rights and obligations of a Member hereunder and (II) the assigning Member shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment and acceptance, relinquish its rights and be released from its obligations under this Agreement. (b) By executing and delivering an Assignment and Acceptance, the assigning Member and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Member makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Transaction Document or any other document furnished pursuant hereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other document furnished pursuant hereto, or the perfection, priority or value of any ownership interest or security interest created or purported to be created hereunder or under the Receivables Contribution and Sale Agreement; and/or (ii) any the assigning Member makes no representation or warranty and assumes no responsibility with respect to the financial institution or entity domiciled in any condition of the countries following Seller or any Originator or the standards performance or observance by the Seller or any Originator of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of its obligations under this Agreement. Pursuant to the terms and conditions Agreement or any other Transaction Document or any other document furnished pursuant hereto; (iii) such Assignee confirms that it has received copies of said assignments, each assignee, once the assignment is legally served to the Borrower this Agreement and the Administrative other Transaction Documents, together with such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, shall have the same benefits and/or rightsany of its Affiliates, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had Member or any other Member or any former Member or other Indemnified Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents and the other documents furnished pursuant hereto; (v) such Assignee confirms that it is an Eligible Assignee; (vi) such Assignee appoints and authorizes the Agent and the Group Managing Agent of the applicable Investor Group to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents and the other instruments and documents furnished pursuant hereto as are delegated to the Agent and such Group Managing Agent, respectively, by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; (vii) such Assignee appoints as its agent the Collection Agent from time to time designated pursuant to Section 6.01 to enforce its respective rights and interests in and under the Pool Receivables and the Related Security and Collections with respect thereto and the related Contracts; and (viii) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Member. (c) The Agent shall maintain at its office referred to in Section 11.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the "REGISTER") for the recordation of the names and addresses of the Group Managing Agent of each Investor Group and the Members of such Investor Group and the Bank Commitment of, and the portion of each Eligible Asset owned by, each Member of such Investor Group from time to time, which Register shall be available for inspection by the Seller and the Members at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Collection Agent, the Members, the Group Managing Agents and the Agent may treat each Person whose name is recorded in the Register as a Member hereunder for all purposes of this Agreement. (d) Upon its receipt of an Assignment and Acceptance executed by any assigning Member and an assignee representing that it is an Eligible Assignee, the Agent shall, if no assignment had such Assignment and Acceptance has been carried outcompleted and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance and (ii) give prompt notice thereof to the Seller and the Collection Agent, the assigning Member's Group Managing Agent and each Member of the assigning Member's Investor Group.