Common use of Assignment to the Company Clause in Contracts

Assignment to the Company. Any Lender may, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund the consideration for any such assignment, at any time, assign all or a portion of its rights and obligations with respect to Term Advances under this Agreement to the Company through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.06(c)(iii) or (y) notwithstanding Sections 2.11 and 2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided that in connection with assignments pursuant to clauses (x) and (y) above, if the assignee is the Company, (1) the principal amount of such Term Advances, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Company shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (2) the aggregate outstanding principal amount of Term Advances of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Advances then held by the Company and (3) the Company shall promptly provide notice to the Administrative Agent of such assignment or transfer of such Term Advances, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Advances in the Register. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption 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 2.10, 2.12 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section.

Assignment to the Company. Any Lender may, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund the consideration for any such assignment, at any time, assign all or a portion of its rights and obligations with respect to Term Advances under this Agreement to the Company through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.06(c)(iii) or (y) notwithstanding Sections 2.11 and 2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided that in connection with assignments pursuant to clauses (x) and (y) above, if the assignee is the Company, (1%5) the principal amount of such Term Advances, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Company shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (2%5) the aggregate outstanding principal amount of Term Advances of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Advances then held by the Company and (3%5) the Company shall promptly 144 provide notice to the Administrative applicable Agent of such assignment or transfer of such Term Advances, and the Administrative applicable Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Advances in the Register. Subject to acceptance and recording thereof by the Administrative applicable Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption 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 2.10, 2.12 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section.

Assignment to the Company. Any Lender may, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund the consideration for any such assignment, at any time, assign all or a portion of its rights and obligations with respect to Term Advances under this Agreement to the Company through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section ýSection 2.06(c)(iii) or (y) notwithstanding Sections 2.11 ý2.11 and 2.13 ý2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided that in connection with assignments pursuant to clauses (x) and (y) above, if the assignee is the Company, (1) the principal amount of such Term Advances, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Company shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (2) the aggregate outstanding principal amount of Term Advances of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Advances then held by the Company and (3) the Company shall promptly provide notice to the Administrative applicable Agent of such assignment or transfer of such Term Advances, and the Administrative applicable Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Advances in the Register. Subject to acceptance and recording thereof by the Administrative applicable Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption 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 2.10, 2.12 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section.

Assignment to the Company. Any Lender may, so long as no Event of Default has occurred and is continuing and no proceeds of Revolving Loan Advances are applied to fund the consideration for any such assignment, at any time, assign all or a portion of its rights and obligations with respect to Term Advances under this Agreement to the Company through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section ýSection 2.06(c)(iii) or (y) notwithstanding Sections 2.11 ý2.11 and 2.13 ý2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided that in connection with assignments pursuant to clauses (x) and (y) above, if the assignee is the Company, (1) the principal amount of such Term Advances, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Company shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (2) the aggregate outstanding principal amount of Term Advances of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Advances then held by the Company and (3) the Company shall promptly provide notice to the Administrative Agent of such assignment or transfer of such Term Advances, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Advances in the Register. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption 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 2.10, 2.12 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section.