Common use of Assignment by Xxxxxxx Clause in Contracts

Assignment by Xxxxxxx. So long as no Event of Default or Collateral Manager Event of Default has occurred and is continuing, no Lender may make any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower, provided, that the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to another Lender hereunder; (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent or to a third party pursuant to the terms of a Liquidity Agreement (but so long as no Event of Default exists, other than a Competitor), or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided further that, in each case, except with the written consent of the Borrower so long as no Event of Default or Collateral Manager Event of Default has occurred and is continuing, such assignment does not result in the Agent holding less than 51% of the Commitments. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof.

Assignment by Xxxxxxx. So long as no Event of Default or Collateral Manager Servicer Event of Default has occurred and is continuing, no Lender may make any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower, provided, that that, so long as (unless an Event of Default or Servicer Event of Default has occurred and is continuing) such assignment does not result in the Agent holding less than 51% of the Commitments, the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to another Lender hereunder; a Conduit Lender, (iii) by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent or to a third party pursuant to the terms of a Liquidity Agreement (but so long as no Event of Default exists, other than a Competitor)Agreement, or (iv) by any assignee of a Conduit purchaser contemplated by clause (iii) above back to such Conduit Lender or an Affiliate; provided further that, if Société Générale makes an assignment in each case, except accordance with the written consent above clauses (i), (ii), (iii) or (iv), Société Générale shall remain the applicable Lender for purposes of the Borrower so long as no Event of Default or Collateral Manager Event of Default has occurred and is continuing, such assignment does not result in the Agent holding less than 51% of the CommitmentsSection 17.2. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the substantial equivalent thereof. Notwithstanding anything herein to the contrary so long as no Event of Default or Servicer Event of Default has occurred and is continuing, no assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (D) any Competitor or any Person included in the Disqualified Investor List or any Affiliate thereof. For the avoidance of doubt, the Borrower will not be obligated to reimburse any Person for any costs or expenses incurred in connection with any assignment contemplated by this Section 15.4.