definiens: means anytransaction that : ( i ) is made in compliance with applicable Legal Requirements, includingsecurities, tax and corporation laws ; ( ii ) includes the assignee ’s written acknowledgement of and agreement to all ofthe assigning party ’s obligations under the Agreement ; ( iii ) is made to an assignee that is, and will be after giving effect to the relevantassignment will be, Solvent ; ( iv ) is made to an assignee that is not subject at the time of such assignment toany order, decree or petition providing for ( A ) the winding - up or liquidation ofsuch Person, ( B ) the appointment of a receiver over the whole or part of theassets of such Person or ( C ) the bankruptcy or administration of suchPerson ; and ( v ) is not a voidable fraudulent conveyance ; and ( vi ) has been made in compliance with Section 14.6