Common use of Assignment to GWI Clause in Contracts

Assignment to GWI. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Credit Agreement in respect of its Term Loans to GWI or its Subsidiaries (a “Company Assignment”) through Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between GWI and the Administrative Agent (or other applicable agent managing such auction); provided that: (i) any Term Loans acquired by GWI or any Subsidiary shall be retired and cancelled promptly upon the acquisition thereof; (ii) no Default or Event of Default shall exist at the time of the Company Assignment or result therefrom; (iii) on a pro forma basis, giving effect to the Company Assignment and all associated transactions, the Borrowers shall be in compliance with each of the covenants set forth in §11 as of the end of the latest fiscal quarter for which internal financial statements are available; (iv) GWI shall affirm the No Undisclosed Information Representation as of the time of the Company Assignment; and (v) no Revolving Loans shall be used to fund such Company Assignment.