Common use of Assignment; Subcontracting Clause in Contracts

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “"assign” " and “"transfer” " as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “"transfer” " under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty (30) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. (a) Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; . (b) Notwithstanding Section 17(a), BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a “Sale” (which is hereby defined to mean a sale of a majority or more of its BNYM’s assets, equity interests or voting Confidential And Proprietary Execution Version control), provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; . The Fund shall have the right, exercisable within one year of a Sale, to terminate this Agreement without payment of an Early Termination Fee if there should occur for a sustained period of time after the Sale a substantial documented diminution in the quality of the services provided to or on behalf of the Fund under this Agreement. (c) Notwithstanding Section 17(a), the Fund may assign or transfer this Agreement to an open end investment company, or to a portfolio of an open end investment company, registered under the 1940 Act in connection with the transfer of all or substantially all of the assets of the Fund to such open end investment company or a portfolio of an open end investment company provided that (i) at the time of such assignment or transfer of this Agreement and at the time of such transfer of all or substantially all of the assets of the Fund the receiving open end investment company or a portfolio of an open end investment company is not a party to a transfer agency agreement with BNYM, (ii) the Fund provides BNYM with thirty (30) days’ prior written notice of such assignment or transfer, and (iii) such assignment or transfer does not result in a material modification of the rights or obligations of BNYM. (d) Notwithstanding Section 17(a), BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunderhereunder and BNYM shall require any such third party to adopt confidentiality and privacy measures that are no less protective of the Fund’s Confidential Information than those required by the provisions set forth in this Agreement, including without limitation Sections 4 and 5 herein.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM Administrator may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM the Administrator gives the Investment Company Funds thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s Funds’ receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYMthe Administrator; and BNYM the Administrator may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM the Administrator under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM the Administrator of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “"assign” " and “"transfer” " as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations with respect to the property (tangible or intangible) being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations with respect to the property (tangible or intangible) being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “"transfer” " under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty (30) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “"assign” " and “"transfer” " as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “"transfer” " under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company Fund thirty (30) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s Fund's receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. (a) Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “"assign” ," "transfer" and “transfer” "delegate" as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Section. the Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. (b) Notwithstanding the foregoing, and without the prior written consent of any party: (i) To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; (ii) BNYM may assign assign, transfer or transfer delegate this Agreement (A) to an Affiliate or transfer this Agreement and (B) in connection with a sale or transfer of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version controlcontrol (clauses (A) and (B) each being a "Permitted Assignment"), provided in either case that BNYM gives the Investment Company thirty sixty (3060) days’ ' prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM, and the Funds acting collectively and not individually shall have the right, without payment of any fee or penalty, to terminate the Agreement within thirty (30) days, or such longer period as the parties may agree, of receiving the notice of assignment, transfer, or delegation by delivering a written notice of termination to BNYM, citing this Section 17, and designating a termination date not less than 180 days after the date the notice is delivered to BNYM; and (iii) BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its responsibilities or liabilities hereunderhereunder and such functions, services, duties or obligations are required to be performed by the third party in accordance with any applicable service levels that the Fund and BNYM have agreed to in writing. (c) BNYM agrees, subject to its information security policies and procedures and confidentiality obligations to third parties, to respond in a timely manner to questions the Fund may have with respect to a Permitted Assignment and otherwise cooperate with the due diligence conducted by the Investment Company to determine whether the Investment Company's receipt of services under this Agreement would be impaired in any material respect by the Permitted Assignment. (d) BNYM shall notify the Fund of any entity BNYM subcontracts with, hires, engages or otherwise outsources to as contemplated in clause (iii) of the proviso in Section 17(b) above (such notification subject to applicable law or agreement).

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company Trust thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyTrust’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM, and BNYM resolves to the reasonable satisfaction of the Funds any concerns that the Funds have raised in writing with BNYM regarding the assignment or transfer; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities liabilities, duties or obligations hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company Client thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyClient’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. (a) Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “assign,” “transfer” and “transferdelegate” as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Section. the Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. (b) Notwithstanding the foregoing, and without the prior written consent of any party: (i) To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; (ii) BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM, and the Funds acting collectively and not individually shall have the right, without payment of any fee or penalty, to terminate the Agreement within thirty (30) days, or such longer period as the parties may agree, of receiving the notice of assignment, transfer, or delegation by delivering a written notice of termination to BNYM, citing this Section 17(b), and designating a termination date not less than 180 days after the date the notice is delivered to BNYM; and (iii) BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its responsibilities or liabilities hereunderhereunder and such functions, services, duties or obligations are required to be performed by the third party in accordance with any applicable service levels set forth in an SLA Document. (c) BNYM agrees, subject to its information security policies and procedures and confidentiality obligations to third parties, to respond in a timely manner to questions the Fund may have regarding any assignment, transfer or delegation with respect to which it has received a notice pursuant to Section 17(b), and otherwise reasonably cooperate with reasonable due diligence conducted by the Fund to determine whether the Fund’s receipt of services under this Agreement would be impaired in any material respect by such assignment, transfer or delegation. (d) Subject to applicable law or agreement, BNYM shall notify the Fund periodically of any entity that BNYM subcontracts with, hires, engages or otherwise outsources to (as contemplated in clause (iii) of Section 17(b) above); provided, however, no such notice shall be required with respect to technology or data suppliers, subcontractors, vendors, licensors, consultants, and similar firms. BNYM agrees, subject to its information security policies and procedures and confidentiality obligations to third parties, to respond in a timely manner to questions the Fund may have regarding any subcontracting with respect to which it has received a notice pursuant to this Section 17(d).

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations with respect to the property (tangible or intangible) being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations with respect to the property (tangible or intangible) being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder, and such third party shall agree to be bound by the same obligations and restrictions with respect to the subcontracted service, and be liable to the same extent, as BNYM pursuant to this Agreement.

Assignment; Subcontracting. (a) Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “"assign” ," "transfer" and “transfer” "delegate" as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Section. the Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. (b) Notwithstanding the foregoing, and without the prior written consent of any party: (i) To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; (ii) BNYM may assign assign, transfer or transfer delegate this Agreement (A) to an Affiliate or transfer this Agreement and (B) in connection with a sale or transfer of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version controlcontrol (clauses (A) and (B) each being a "Permitted Assignment"), provided in either case that BNYM gives the Investment Company thirty sixty (3060) days’ ' prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of Confidential And Proprietary Execution Version this Agreement in place of BNYM, and the Funds acting collectively and not individually shall have the right, without payment of any fee or penalty, to terminate the Agreement within thirty (30) days, or such longer period as the parties may agree, of receiving the notice of assignment, transfer, or delegation by delivering a written notice of termination to BNYM, citing this Section 17, and designating a termination date not less than 180 days after the date the notice is delivered to BNYM; and (iii) BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its responsibilities or liabilities hereunderhereunder and such functions, services, duties or obligations are required to be performed by the third party in accordance with any applicable service levels that the Fund and BNYM have agreed to in writing. (c) BNYM agrees, subject to its information security policies and procedures and confidentiality obligations to third parties, to respond in a timely manner to questions the Fund may have with respect to a Permitted Assignment and otherwise cooperate with the due diligence conducted by the Investment Company to determine whether the Investment Company's receipt of services under this Agreement would be impaired in any material respect by the Permitted Assignment. (d) BNYM shall notify the Fund of any entity BNYM subcontracts with, hires, engages or otherwise outsources to as contemplated in clause (iii) of the proviso in Section 17(b) above (such notification subject to applicable law or agreement).

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate and assign or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company Fund thirty (30) days’ prior written notice of such assignment or Confidential And Proprietary Execution Version transfer and such assignment or transfer does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company Fund thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this SectionSection 17. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company Fund thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.,

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontractingsubcontracting provided that such delegation or subcontracting shall not relieve BNYM of any of its liabilities hereunder; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations with respect to the property (tangible or intangible) being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations with respect to the property (tangible or intangible) being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate and assign or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities or obligations hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “"assign” " and “"transfer” " as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “"transfer” " under this SectionSection 17. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty (30) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s 's receipt of services Services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.