Assignment of the Loans. Any Lender at any time may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 13.1 of this Agreement participations in L/C Obligations) at the time owing to such Lender), provided, however, that any such assignment shall be subject to the following conditions: (a) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it, or in the case of an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund, no minimum amount needs to be assigned; (b) in any case not described in paragraph (a) of this Section 13.1 of this Agreement, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Default or Event of Default otherwise has occurred and is continuing, Tripwire, otherwise consents (each such consent not to be unreasonably withheld or delayed); (c) each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; (d) no consent shall be required for any assignment, except to the extent required by paragraph (b) of this Section 13.1 of this Agreement and, in addition: (i) the consent of Tripwire (such consent not to be unreasonably withheld or delayed) shall be required, unless (A) a Default or an Event of Default has occurred and is continuing at the time of such assignment, or (B) such assignment is to a Lender, an Affiliate of a Lender, or an Approved Fund; (ii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such lender, or an Approved Fund with respect to such Lender; and (iii) the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (e) The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.2 of this Agreement, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder, to the extent of the interest assigned by such Assignment and Assumption Agreement, shall be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 6.1, 6.10, 6.11, 6.13, and 6.14 of this Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.1 of this Agreement shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.3 of this Agreement.
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Sources: Credit Agreement (Tripwire Inc)
Assignment of the Loans. Any Each Lender shall have the right to assign at any time may assign time, upon prompt written notice to one or more Eligible Assignees TIMET, all or a portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment and the Loans (including for purposes of this Section 13.1 of this Agreement participations in L/C Obligations) at the time owing to such Lender), provided, however, that any such assignment shall be subject to the following conditions:
(a) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it, or in the case of an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund, no minimum amount needs to be assigned;
(b) in any case not described in paragraph (a) of this Section 13.1 of this Agreement, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Default or Event of Default otherwise has occurred and is continuing, Tripwire, otherwise consents (each such consent not to be unreasonably withheld or delayed);
(c) each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect and its interests in the risk relating to the Loan any Loans in an amount equal to or the greater than $5,000,000 (and in integral multiples of $1,000,000) to any Eligible Assignee, provided that any Lender that proposes to assign less than its total Commitment assigned;
(d) no consent shall be required for any assignment, except to the extent required by paragraph (b) of this Section 13.1 of this Agreement and, in addition:
(i) the consent of Tripwire (such consent not to be unreasonably withheld or delayed) shall be required, unless (A) a Default or an Event of Default has occurred and is continuing at the time of such assignment, or (B) such assignment is to a Lender, an Affiliate of a Lender, or an Approved Fund;
(ii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with must retain a Commitment in respect of such facility, an Affiliate of such lender, or an Approved Fund with respect to such Lender; and
(iii) the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(e) The parties to each assignment at least $5,000,000. Each Eligible Assignee shall execute and deliver to the Administrative Agent and TIMET an Assignment and Assumption Agreement substantially in the form of Exhibit 13.1 to this Agreement (each an “Assignment and Assumption Agreement”) and shall pay to the Agent, solely for the account of the Agent, an assignment fee of $3,500. Upon the execution and delivery of an Assignment and Assumption Agreement, together with a processing (a) such Eligible Assignee shall, on the date and recordation fee of $3,500, and the Eligible Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by extent provided in the Administrative Agent pursuant to Section 13.2 of this Agreement, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be become a Lender party to this Agreement and, to and the extent other Loan Documents for all purposes of this Agreement and the interest assigned by such Assignment other Loan Documents and Assumption Agreement, shall have the all rights and obligations of a Lender under this with a Commitment as set forth in the Assignment and Assumption Agreement, and the assigning Lender thereundershall, on the date and to the extent of provided in the interest assigned by such Assignment and Assumption Agreement, shall be released from its obligations under this Agreement and under the other Loan Documents to a corresponding extent (and, in the case of an Assignment and Assumption Agreement assignment covering all of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender transferor shall cease to be a party hereto) to this Agreement but shall continue to be entitled to the benefits of Sections 6.1, 6.10, 6.11, 6.13, and 6.14 Section 15.9 of this Agreement with respect and to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations any fees accrued for its account under this Agreement that does and not comply with this Section 13.1 of yet paid); (b) this Agreement and the Loan Documents shall be treated for purposes deemed appropriately amended to reflect (i) the status of this Agreement such Eligible Assignee as a sale by party to this Agreement, and (ii) the status and rights of the Lenders under this Agreement; and (c) TIMET shall take such Lender action as the Agent reasonably may request to perfect any security interests in favor of the Lenders, including any Eligible Assignee that becomes a participation in such rights and obligations in accordance with Section 13.3 of party to this Agreement.
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