Common use of Assignments; Successors Clause in Contracts

Assignments; Successors. (a) Except as otherwise provided in this Section 8.7, no Party may assign any of its rights or delegate any of its duties or obligations under this Agreement without the prior written consent of the other Parties, such consent not to be unreasonably withheld, except that any RTP may, without the consent of the other RTPs, assign its rights and delegate its duties and obligations under this Agreement to a successor to which all or substantially all of the transmission assets of such RTP shall be transferred or to an affiliate of the assigning RTP for the purposes of a corporate restructuring, provided, however, that in each such case the successor or affiliate has executed an Addendum to this Agreement and if required, made all necessary filings in connection with any applicable Regulatory Approvals. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of, the successors and permitted assigns of the Parties. (b) The Parties shall have the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in this Agreement to a trustee or trustees or a mortgagee or mortgagees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, and to any successors or assigns thereof without need for the prior consent of the other Parties, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Parties. (c) Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Parties and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Parties, succeed to and acquire all the rights, titles and interests of such Party in this Agreement and may foreclose upon said rights, titles and interests of such Party.

Assignments; Successors. (a) Except as otherwise provided in this Section 8.7, no Party may assign any of its The Parties’ rights or delegate any of its duties or obligations under this Agreement shall continue in full force and effect and shall not be affected by the sale (or other transfer of a Covered Portfolio) by New Residential of MSRs to New Residential Affiliate. (b) Neither this Agreement nor the obligations of each Party hereunder may be assigned or otherwise transferred by operation of law or otherwise, in each case, in whole or in part (a “Transfer”), by either Party without the other Party’s prior written consent of the other Partiesconsent, such consent which shall not to be unreasonably withheld, except conditioned or delayed and any such attempted Transfer without such consent shall be void; provided, however, that any RTP maysuch consent shall not be required in the event that (1) RHSS Transfers this Agreement in accordance with a Permitted Transfer (as defined in the Guaranty) thereof, without the consent of the other RTPs, assign its rights and delegate its duties and obligations under (2) NRZ Brokerage Transfers this Agreement to a successor an Affiliate, or (3) NRZ Brokerage undergoes one or more transactions under which (i) NRZ Brokerage or the business of NRZ Brokerage relating to which this Agreement is acquired by or merges with another party and the acquiring or surviving entity succeeds NRZ Brokerage as to this Agreement, (ii) all or substantially all of the transmission assets of such RTP shall be transferred NRZ Brokerage or to an affiliate the business of the assigning RTP for the purposes of a corporate restructuring, provided, however, that in each such case the successor or affiliate has executed an Addendum NRZ Brokerage relating to this Agreement is acquired by another party and if requiredsuch other party succeeds NRZ Brokerage as to this Agreement, made all necessary filings (iii) NRZ Brokerage assigns this Agreement in connection with any applicable Regulatory Approvals. Subject a sale of all or substantially all of its assets, or (iv) NRZ Brokerage spins off the business relating to the preceding sentence, this Agreement will apply tointo one or more separate entities and such one or more separate entities succeed NRZ Brokerage as to this Agreement; provided, be binding further, that nothing herein shall in all respects uponany way restrict any direct or indirect assignment, and inure to the benefit of, the successors and permitted assigns sale or other transfer of the Parties. (b) The Parties shall have the right at any time and from time to time to mortgageequity interests of NRZ Brokerage, create whether by operation of law or provide for a security interest in or convey in trust their respective rights, titles and interests in this Agreement to a trustee or trustees or a mortgagee or mortgagees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, and to any successors or assigns thereof without need for the prior consent of the other Parties, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Partiesotherwise. (c) Any mortgageeIf RHSS wishes to execute a Transfer (other than as specified in Section 10(b)(1) herein), trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any RHSS shall provide to NRZ Brokerage in writing the identity of the Parties and any proposed successor or assign thereofassignee, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and any receiversubject to the restrictions contained in Section 14 of the Vendor Management Addendum. NRZ Brokerage agrees that, referee(1) it will respond to such writing with an approval or rejection of such proposed Transfer within no more than five (5) business days and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Transfer and that such discretion shall be limited to analyzing whether or not such Transfer exposes NRZ Brokerage or New Residential to a non-de minimis increased risk relating to (A) the financial health or operational capabilities of the counterparty, (B) the quality of performance of the services provided under this Agreement, or trustee (C) regulatory compliance matters. If NRZ Brokerage rejects a requested Transfer and, RHSS believes (as evidenced by written notice to NRZ Brokerage) that NRZ Brokerage’s determination was not made in bankruptcy or reorganization accordance with the requirements of any of this Section 10(c), the Parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for Parties shall submit the prior consent of dispute regarding NRZ Brokerage’s determination to the other Parties, succeed to and acquire all dispute resolution process set forth in Section 21 hereof. During the rights, titles and interests pendency of such Party in this Agreement and may foreclose upon said rightsdispute resolution process, titles and interests of such PartyRHSS shall not be permitted to affect a Transfer. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis.

Assignments; Successors. The Parties’ rights under this Agreement shall continue in full force and effect and shall not be affected by the sale (or other transfer of a Covered Portfolio) by New Residential of MSRs to New Residential Affiliate. (a) Except as otherwise provided in this Section 8.7, no Party may assign any of its rights or delegate any of its duties or obligations under Neither this Agreement nor the obligations of each Party hereunder may be assigned or otherwise transferred by operation of law or otherwise, in each case, in whole or in part (a “Transfer”), by any Party without the prior written consent of the other Parties’ prior written consent, such consent which shall not to be unreasonably withheld, except conditioned or delayed and any such attempted Transfer without such consent shall be void; provided, however, that any RTP maysuch consent shall not be required in the event that (1) RHSS or RHSSCT Transfers this Agreement in accordance with a Permitted Transfer (as defined in the Guaranty) thereof, without the consent of the other RTPs, assign its rights and delegate its duties and obligations under (2) NRM (but not New Residential) Transfers this Agreement to a successor an Affiliate that has the legal and contractual right to refer Referred REO Properties to RHSS, RHSSCT or the related Altisource Brokerage Subsidiary, as applicable, or (3) NRM or New Residential undergoes one or more transactions under which (i) NRM, New Residential, or the business of NRM or New Residential relating to this Agreement is acquired by or merges with another party and the acquiring or surviving entity succeeds NRM or New Residential (as applicable) as to this Agreement, (ii) all or substantially all of the transmission assets of such RTP shall be transferred NRM or to an affiliate New Residential or the business of the assigning RTP for the purposes of a corporate restructuring, provided, however, that in each such case the successor NRM or affiliate has executed an Addendum New Residential relating to this Agreement is acquired by another party and if requiredsuch other party succeeds NRM or New Residential (as applicable) as to this Agreement, made all necessary filings (iii) NRM or New Residential assigns this Agreement in connection with any applicable Regulatory Approvals. Subject a sale of all or substantially all of its assets, or (iv) NRM or New Residential spins off the business relating to the preceding sentence, this Agreement will apply tointo one or more separate entities and such one or more separate entities succeed NRM or New Residential (as applicable) as to this Agreement; provided, be binding further, that nothing herein shall in all respects uponany way restrict any direct or indirect assignment, and inure to the benefit of, the successors and permitted assigns sale or other transfer of the Partiesequity interests of NRM or New Residential, whether by operation of law or otherwise. (b) The If RHSS or RHSSCT wishes to execute a Transfer (other than as specified in Section 12(a)(1) herein), RHSS or RHSSCT, as applicable, shall provide to New Residential in writing the identity of the proposed successor or assignee, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and subject to the restrictions contained in Section 14 of the Vendor Management Addendum. New Residential agrees that, (1) it will respond to such writing with an approval or rejection of such proposed Transfer within no more than five (5) business days and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Transfer and that such discretion shall be limited to analyzing whether or not such Transfer exposes NRM or New Residential to a non-de minimis increased risk relating to (A) the financial health or operational capabilities of the counterparty, (B) the quality of performance of the services provided under this Agreement, or (C) regulatory compliance matters. If New Residential rejects a requested Transfer and, RHSS believes (as evidenced by written notice to New Residential) that New Residential’s determination was not made in accordance with the requirements of this Section 12(b), the Parties shall have submit the right at any time and from time dispute regarding New Residential’s determination to time to mortgage, create or provide for a security interest the dispute resolution process set forth in or convey in trust their respective rights, titles and interests in this Agreement to a trustee or trustees or a mortgagee or mortgagees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, and to any successors or assigns thereof without need for the prior consent Section 21 of the other Parties, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of Original CBA. During the obligations of the Parties. (c) Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Parties and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Parties, succeed to and acquire all the rights, titles and interests pendency of such Party in this Agreement dispute resolution process, RHSS and may foreclose upon said rights, titles and interests of such PartyRHSSCT shall not be permitted to affect a Transfer. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis.

Assignments; Successors. (a) Except as otherwise provided in this Section 8.7, no Party may assign any of its rights or delegate any of its duties or obligations under this This Agreement without the prior written consent of the other Parties, such consent not to be unreasonably withheld, except that any RTP may, without the consent of the other RTPs, assign its rights and delegate its duties and obligations under this Agreement to a successor to which all or substantially all of the transmission assets of such RTP shall be transferred or to an affiliate of the assigning RTP for the purposes of a corporate restructuring, provided, however, that in each such case the successor or affiliate has executed an Addendum to this Agreement and if required, made all necessary filings in connection with any applicable Regulatory Approvals. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, bind and inure to the benefit of, of the respective successors and permitted assigns of each of the Parties. (b) The Parties shall have the right at parties; provided, that no Borrower or any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in other Loan Party may assign this Agreement to a trustee or trustees any rights or a mortgagee or mortgagees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, and to any successors or assigns thereof duties hereunder without need for the Lender's prior written consent of the other Parties, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Parties. (c) Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Parties and any successor prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lender shall release any Borrower or any other Loan Party from its Obligations. Lender may assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Parties, succeed to and acquire all the rights, titles and interests of such Party in this Agreement and may foreclose upon said rightsthe other Loan Documents in whole or in part and its rights and duties hereunder or grant participations in the Obligations hereunder and thereunder and no consent or approval by any Borrower or any other Loan Party is required in connection with any such assignment or participation. Each Lender that assigns a Loan or sells a participation therein, titles shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and interests address of each assignee or participant and the principal amounts (and stated interest) of each assignee's or participant’s interest in the Loans or other obligations under the Loan Documents (the “Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Register (including the identity of any assignee or participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such Partydisclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in "registered form" for the purposes of the IRC, including under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Register as the owner of interest for all Tax purposes of this Agreement. It is intended that any such Register be maintained such that the Loans are in "registered form" for the purposes of the IRC.

Assignments; Successors. (a) Except as otherwise provided in this Section 8.7, no Party may assign any of its rights or delegate any of its duties or obligations under this This Agreement without shall bind and inure to the prior written consent benefit of the other Parties, such consent not to be unreasonably withheld, except that any RTP may, without the consent respective successors and assigns of each of the other RTPs, assign its rights and delegate its duties and obligations under this Agreement to a successor to which all or substantially all of the transmission assets of such RTP shall be transferred or to an affiliate of the assigning RTP for the purposes of a corporate restructuring, parties; provided, however, that in each such case neither Borrower nor any other Loan Party may assign this Agreement or any rights or duties hereunder without Lender’s prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the successor Lender shall release Borrower or affiliate has executed an Addendum to any other Loan Party from its Obligations. Lender may assign this Agreement and if required, made all necessary filings the other Loan Documents in whole or in part and its rights and duties hereunder or grant participations in the Obligations hereunder and thereunder and no consent or approval by Borrower or any other Loan Party is required in connection with any applicable Regulatory Approvalssuch assignment or participation. Subject With respect to grants of participations in the Obligations, Lender, acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain a register on which it enters the name and address of each assignee and the principal amounts (and stated interest) of each participant’s interest in the Loans or other Obligations (the “Participant Register”); provided that Lender shall have no obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the preceding sentence, this Agreement will apply to, be binding extent that such disclosure is necessary to establish that such obligation is in all respects upon, and inure to the benefit of, the successors and permitted assigns registered form under Section 5f.103-1(c) of the Parties. (b) The Parties shall have United States Treasury Regulations. Borrower hereby agrees that Lender acting as its agent solely for the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests purpose set forth in this Agreement to a trustee or trustees or a mortgagee or mortgagees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, and Section 14 shall not subject Lender to any successors fiduciary or assigns thereof without need for the prior consent other implied duties, all of the other Parties, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Partieswhich are hereby waived by Borrower. (c) Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Parties and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Parties, succeed to and acquire all the rights, titles and interests of such Party in this Agreement and may foreclose upon said rights, titles and interests of such Party.

Assignments; Successors. (a) Except as otherwise provided in this Section 8.7, no Party may assign any of its rights or delegate any of its duties or obligations under this This Agreement without shall bind and inure to the prior written consent benefit of the other Parties, such consent not to be unreasonably withheld, except that any RTP may, without the consent respective successors and assigns of each of the other RTPs, assign its rights and delegate its duties and obligations under this Agreement to a successor to which all or substantially all of the transmission assets of such RTP shall be transferred or to an affiliate of the assigning RTP for the purposes of a corporate restructuring, parties; provided, however, that in each such case the successor no Borrower or affiliate has executed an Addendum any other Loan Party may assign this Agreement or any rights or duties hereunder without Lender’s prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by Lender shall release any Borrower or any other Loan Party from its Obligations. Lender may assign this Agreement and if required, made all necessary filings the other Loan Documents in whole or in part and its rights and duties hereunder or grant participations in the Obligations hereunder and thereunder and no consent or approval by any Borrower or any other Loan Party is required in connection with any such assignment or participation. Notwithstanding the foregoing, a participant shall not be entitled to receive any greater amount under Section 16 than the applicable Regulatory ApprovalsLender would have been entitled to receive. Subject Lender shall establish and maintain at its address (a) a record of ownership (the “Register”) in which it shall register the interests (including any rights to receive payment hereunder) of Lender in the preceding sentence, this Agreement will apply to, be binding in all respects uponLoans, and inure to the benefit of, the successors any assignment of any such Loans and permitted assigns of the Parties. (b) The Parties accounts in the Register in which it shall have record (i) the right at name and address of Lender, (ii) the amount of each Loan, (iii) the amount of any time principal or interest due and payable or paid, (iv) any other payment received by Lender from time the Borrowers and (v) any assignment with respect thereto. Notwithstanding anything to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests the contrary contained in this Agreement Agreement, the Loans are registered obligations. The entries in the Register shall be conclusive and each Person whose name is recorded in the Register shall be treated as the owner of such Loan for all purposes of this Agreement, notwithstanding any notice to a trustee or trustees or a mortgagee or mortgagees under deeds the contrary. This Section shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of trustSections 163(f), mortgages or indentures, or to secured parties under a security agreement, 871(h)(2) and to any successors or assigns thereof without need for the prior consent 881(c)(2) of the other Parties, IRC and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Parties. related regulations (c) Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Parties and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Parties, succeed to and acquire all the rights, titles and interests of such Party in this Agreement and may foreclose upon said rights, titles and interests of such Partyprovisions).

Assignments; Successors. (a) Except This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party, Agent and each Lender and their respective successors and assigns; provided, however, that, except as otherwise provided permitted in this Section 8.77.3(a), no Party none of the Loan Parties may assign or transfer any of its rights hereunder or delegate any of its duties or obligations under this Agreement the other Loan Documents without the prior written consent of each Lender and any such assignment without the other Parties, Lenders’ prior written consent shall be null and void. (b) Each Lender may with the written consent of Agent (such consent of Agent not to be unreasonably withheldwithheld or delayed, except in the case of a proposed assignment to any holder of Indebtedness that any RTP mayis contractually subordinated to the Obligations, without in which case Agent may withhold consent in its sole and absolute discretion) and the written consent of the other RTPsAdministrative Borrower (such consent of the Administrative Borrower not to be unreasonably withheld or delayed and shall be deemed given if not denied in writing by the Administrative Borrower within 5 Business Days after receipt of written request therefor), assign to one or more other lenders or other entities all or a portion of its rights and delegate its duties and obligations under this Agreement with respect to all or a portion of its Loans; provided, however, that (1) such assignment is in an amount which is at least $3,000,000 or a multiple of $1,000,000 in excess thereof (or such lesser amount as may be agreed to by Agent in its sole discretion) (except such minimum amount shall not apply to an assignment by a Lender to (x) a Lender, an Affiliate of such Lender or a Related Fund of such Lender or (y) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such new Lenders is at least $3,000,000 or a multiple of $1,000,000 in excess thereof), (2) the parties to each such assignment shall execute and deliver to Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note (if requested by the applicable Lender) subject to such assignment and such parties shall deliver to Agent, for the benefit of Agent, a processing and recordation fee of $5,000 (except the payment of such fee shall not be required in connection with an assignment by a Lender to a successor Lender, an Affiliate of such Lender or a Related Fund of such Lender) and Agent shall have received all documentation and other information with respect to the assignee that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, (3) no written consent of the Administrative Borrower shall be required in connection with any assignment by a Lender to a Lender, an Affiliate of such Lender or a Related Fund of such Lender or if (A) such assignment is in connection with any merger, amalgamation, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (B) a Specified Event of Default has occurred and is continuing, (4) so long as no Specified Event of Default has occurred and is continuing, no such assignment shall be made to any Disqualified Institution without the consent of Administrative Borrower (which consent shall not be unreasonably withheld, conditioned or delayed) and (5) no such assignment shall be made to any Loan Party, Equity Sponsor or any of their respective Affiliates. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance and recordation on the Register, which effective date shall be at least 3 Business Days after the delivery thereof to Agent (or such shorter period as shall be agreed to by Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder 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 (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assigning Lender 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 Lender 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender. (d) Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at its office, a copy of each Assignment and Acceptance delivered to it that has been accepted by Agent and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Term Loan Commitments of, and the principal amount of the Loans (and stated interest thereon) (the “Registered Loans”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon receipt by Agent of a completed Assignment and Acceptance and Agent’s acceptance of such Assignment and Acceptance pursuant to Section 14(b) (which consent of Agent must be evidenced by Agent’s execution of an acceptance to such Assignment and Acceptance), Agent shall record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered on the Register as the owner thereof for the purpose of receiving all payments thereon, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrowers, maintain, or cause to be maintained, a register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent shall have no responsibility for maintaining a Participant Register. (h) Any Person who purchases or is assigned or participates in any portion of such Registered Loan shall, at the time such Person is claiming the benefits under Section 16, comply with any requirements described in Section 16 at the time such Person is claiming the benefits under Section 16. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Term Loan Commitment and the Loans made by it); provided that (i) such Lender’s obligations under this Agreement (including without limitation, its Term Loan Commitment hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans or the fees payable under this Agreement, or (C) actions directly effecting a release of all or substantially all of the transmission assets Collateral or all or substantially all of such RTP the Loan Parties; (iv) the sale of a participation shall not be made to any Loan Party, Equity Sponsor or any of their respective Affiliates, (v) to the extent the Borrowers have made the list of Disqualified Institutions available to the Lenders, so long as no Specified Event of Default has occurred and is continuing, no participation shall be transferred or made to an affiliate any Disqualified Institution and (vi) the sale of a participation to any holder of Indebtedness that is contractually subordinated to the Obligations shall require the written consent of the assigning RTP for Agent, which consent the purposes Agent may grant or withhold in its sole and absolute discretion. The Loan Parties agree that each participant shall be entitled to the benefits of a corporate restructuring, provided, however, that in each such case Section 16 (subject to the successor or affiliate has executed an Addendum to requirements and limitations therein) and Section 2.12 of this Agreement and if required, made all necessary filings with respect to its participation in connection with any applicable Regulatory Approvals. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of, the successors and permitted assigns portion of the PartiesCommitments and the Loans as if it were a Lender; provided that such participant complies with the requirements applicable to Lenders in such Sections, Section 2.14 and this Section 14 as if it were a Lender. (bj) The Parties shall have the right Any Lender may at any time and from time to time to mortgage, create pledge or provide for assign a security interest in all or convey in trust their respective rights, titles and interests in any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a trustee Federal Reserve Bank or trustees loans made to such Lender pursuant to securitization or similar credit facility (a mortgagee “Securitization”); provided that no such pledge or mortgagees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, and to any successors or assigns thereof without need for the prior consent of the other Parties, and without assignment shall release such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform Lender from any of the its obligations of the Parties. (c) Any mortgagee, trustee hereunder or secured party under present or future deeds of trust, mortgages, indentures or security agreements of substitute any of the Parties and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Parties, and any successor by action of law or otherwise, and any purchaser, transferee such pledgee or assignee of any thereof mayfor such Lender as a party hereto. If requested by such Lender, the Loan Parties shall cooperate with such Lender and its Affiliates to effect the Securitization including, without need for limitation, by providing such information as may be reasonably requested by such Lender in connection with the prior consent rating of its Loans or the other Parties, succeed to and acquire all the rights, titles and interests of such Party in this Agreement and may foreclose upon said rights, titles and interests of such PartySecuritization.

Assignments; Successors. (a) Except as otherwise provided in paragraphs (b) and (c) of this Section 8.7, no Party may assign any of its rights or delegate any of its duties or obligations under this Agreement without the prior written consent of the other Parties, such consent not to be unreasonably withheld, except that any RTP may, without the consent of the other RTPs, assign its rights and delegate its duties and obligations under this Agreement to a successor to which all or substantially all of the transmission assets of such RTP shall be transferred or to an affiliate of the assigning RTP for the purposes of a corporate restructuring, provided, however, that in each such case the successor or affiliate has executed an Addendum addendum to this Agreement and if required, made all necessary filings in connection with any applicable Regulatory Approvals. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, upon and inure to the benefit of, of the successors and permitted assigns of the Parties. (b) The Parties shall have the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in this Agreement to a trustee or trustees or a mortgagee or mortgagees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, and to any successors or assigns thereof without need for the prior consent of the other Parties, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Parties. (c) Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Parties and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Parties, succeed to and acquire all the rights, titles and interests of such Party in this Agreement and may foreclose upon said rights, titles and interests of such Party.

Assignments; Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that (a) Except as otherwise provided in this Section 8.7, no Borrower or any other Loan Party may assign this Agreement or any of other Loan Document in whole or in part, or any rights or duties hereunder or thereunder, without Lender’s prior written consent (unless otherwise expressly permitted pursuant to this Agreement) and any such prohibited assignment shall be absolutely void ab initio, and (b) Lender may not assign this Agreement or the other Loan Documents in whole or in part, or its rights or delegate any of its and duties or obligations under this Agreement hereunder and thereunder, without the prior written consent of the other Parties, such consent not to be unreasonably withheldAdministrative Borrower, except (A) during the existence of an Event of Default under Section 9.1, 9.2, 9.5 or 9.6, (B) any assignment to another lender that has previously become a Lender in accordance with the terms hereof, (C) any RTP assignment to an Affiliate or related fund of any Lender, (D) any assignment in connection with the merger, consolidation, sale, transfer or other disposition of all or any substantial portion of Lender’s business, loan portfolio or other assets and (E) Lender may, without the consent after notice to Administrative Borrower, sell participations in, all or any part of the Advances, the Letters of Credit, the commitments to make Advances or any other RTPsinterest herein to another financial institution or other Person on terms and conditions acceptable to Lender; provided, assign its that, (i) Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) Lender shall remain responsible for the performance of such obligations, and the Loan Parties shall continue to deal solely and directly with Lender in connection with Lender’s rights and delegate its duties and obligations under this Agreement to a successor to which all and the other Loan Documents, (iii) the participant shall not have any rights under this Agreement or substantially all any of the transmission assets other Loan Documents (the participant’s rights against Lender in respect of such RTP participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Loan Party hereunder shall be transferred determined as if Lender had not sold such participation, and (iv) no consent or to an affiliate of the assigning RTP for the purposes of a corporate restructuring, provided, however, that in each such case the successor approval by Parent or affiliate has executed an Addendum to this Agreement and if required, made all necessary filings any Loan Party shall be required in connection with any applicable Regulatory Approvalssuch participation. Subject No consent to assignment by the preceding sentence, Lender shall release any Borrower from its Obligations. Nothing in this Agreement will apply to, be binding in all respects upon, shall prevent or prohibit Lender from pledging its rights under and inure to the benefit of, the successors and permitted assigns of the Parties. (b) The Parties shall have the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in this Agreement to a trustee or trustees or a mortgagee or mortgagees under deeds Federal Reserve Bank in support of trust, mortgages or indentures, or to secured parties under a security agreement, and to any successors or assigns thereof without need for the prior consent of the other Parties, and without borrowings made by Lender from such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the PartiesFederal Reserve Bank. (c) Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Parties and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Parties, succeed to and acquire all the rights, titles and interests of such Party in this Agreement and may foreclose upon said rights, titles and interests of such Party.