Assign Rights

The assignment is effective irrespective of whether the obligor is notified of the assignment.

(b) A claim for the payment of a sum of money may be assigned in part.

(g) As soon as the assignment becomes effective the assignor ceases to be the creditor and the assignee becomes the creditor in relation to the claim assigned.

(h) The debtor may put forward against the assignee any defenses which at the date the assignment becomes effective were available to him against the assignor.1 Assignment means the transfer of a claim for payment or for other kinds of performance by agreement between the old (assignor) and the new (assignee) creditor.

Neither party may assign this Agreement, in whole or in part, without the other Party's prior written consent, which consent shall not be unreasonably withheld or delayed (...)2010Assignment Any Y Noteholder may at any time sell or assign all or any part of its rights and obligations under this Agreement and the Y Notes, with the prior written consent of X (such consent not to be unreasonably withheld or delayed), to one or more financial institutions or other entities (an "Acquiring Note Purchaser") pursuant to an assignment and assumption agreement, substantially in the form of Exhibit B (the "Assignment and Assumption Agreement"), executed by such Acquiring Note Purchaser, such assigning Y Noteholder and X; provided that the consent of X to such sale shall not be required if such Acquiring Note Purchaser is an Affiliate of Z and the assigning Y Noteholder promptly provides notice of such assignment to X and the Administrator.

2010Assignment Neither this Agreement nor any interest hereunder will be assignable in part or in whole by either party without the prior written consent of the non-assigning party, which consent will not be unreasonably withheld, conditioned or delayed.2011Transferability Unless otherwise permitted pursuant to Clause X, the Buyer's rights under this Clause Y may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller's prior written consent, which will not be unreasonably withheld.

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