Common use of Assignments to Affiliate SPVs Clause in Contracts

Assignments to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 20, each Lender that is an Affiliate of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(b) or 20(c)), sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Loans or other Obligations (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Obligations to the Lender holding the related Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned Obligations; provided, however, that, whether as a result of any term of any Loan Document or of such assignment, no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and such Lender (and not such SPV) shall be liable for any obligation of such Lender to continue to make Loans hereunder.

Assignments to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 208.9, each Lender that is an Affiliate of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(b8.9(b) or 20(c8.9(c)), sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Revolving Loans or other Obligations (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation Loan to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Obligations Revolving Loans to the Lender holding the related Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned ObligationsRevolving Loan Commitment; provided, however, that, whether as a result of any term of any Loan Document or of such assignmentSale, no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Revolving Loans hereunder, and such Lender (and not such SPV) none shall be liable for any obligation of such Lender hereunder. In the case of any Sale pursuant to continue this clause (g), any assignee SPV shall have all the rights of a Lender hereunder, including the rights described in Section 7.3(c) and the right to make Loans hereunderreceive all payments with respect to the assigned Obligations. Each such SPV shall be entitled to the benefit of Section 9.1 only to the extent such SPV delivers the tax forms the assigning Lender is required to collect pursuant to Section 9.1(f).

Assignments to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 209.9, each Lender that is an Affiliate of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(b9.9(b) or 20(c9.9(c)), sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Revolving Loans or other Obligations (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation Loan to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Obligations Revolving Loans to the Lender holding the related Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned ObligationsLoan Commitment; provided, however, that, whether as a result of any term of any Loan Document or of such assignmentSale, no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Revolving Loans hereunder, and such Lender (and not such SPV) none shall be liable for any obligation of such Lender hereunder. In the case of any Sale pursuant to continue this clause (g), any assignee SPV shall have all the rights of a Lender hereunder, including the rights described in Section 8.3(c) and the right to make Loans hereunderreceive all payments with respect to the assigned Obligations. Each such SPV shall be entitled to the benefit of Section 10.1 only to the extent such SPV delivers the tax forms the assigning Lender is required to collect pursuant to subsection 10.1(f).

Assignments to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 209.9, each Lender that is an Affiliate of the Agent may, subject to Section 1.4(c) and with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(b9.9(b) or 20(c9.9(c)), sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Loans or other and Letter of Credit Obligations (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation Loan to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Loans or Letter of Credit Obligations to the Lender holding the related Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned ObligationsRevolving Loan Commitment; provided, however, that, whether as a result of any term of any Loan Document or of such assignmentSale, no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and such Lender (and not such SPV) none shall be liable for any obligation of such Lender hereunder. In the case of any Sale pursuant to continue this clause (g), any assignee SPV shall have all the rights of a Lender hereunder, including the rights described in Section 8.3(c) and the right to make Loans hereunderreceive all payments with respect to the assigned Obligations. Each such SPV shall be entitled to the benefit of Section 10.1 only to the extent such SPV delivers the tax forms the assigning Lender is required to collect pursuant to subsection 10.1(f) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such assignment except to the extent such entitlement to receive a greater amount results from any change in, or in the interpretation of, any Requirement of Law that occurs after the date such assignment is made.

Assignments to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 20, each Lender that is an Affiliate of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(b) or 20(c)), sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder Fourth Amended and Restated Inventory Financing Agreement 21 KCP-8393129-10 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. with respect to any Loans or other Obligations (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Obligations to the Lender holding the related Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned Obligations; provided, however, that, whether as a result of any term of any Loan Document or of such assignment, no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and such Lender (and not such SPV) shall be liable for any obligation of such Lender to continue to make Loans hereunder.

Assignments to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 209.9, each Lender that is an Affiliate of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(bSections 9.9(b) or 20(c9.9(c)), sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Revolving Loans or other Obligations (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation Loan to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Obligations Revolving Loans to the Lender holding the related Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned ObligationsLoan Commitment; provided, however, that, whether as a result of any term of any Loan Document or of such assignmentSale, no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Revolving Loans hereunder, and such Lender (and not such SPV) none shall be liable for any obligation of such Lender hereunder. In the case of any Sale pursuant to continue this clause (g), any assignee SPV shall have all the rights of a Lender hereunder, including the rights described in Section 8.3(c) and the right to make Loans hereunderreceive all payments with respect to the assigned Obligations. Each such SPV shall be entitled to the benefit of Section 10.1 only to the extent such SPV delivers the tax forms the assigning Lender is required to collect pursuant to Section 10.1(g).

Assignments to Affiliate SPVs. In addition to Without the other rights provided elsewhere consent of any Person and without compliance with any limitation or procedure specified in subsection (a) or (b) of this Section 20Section, each Lender that is an Affiliate of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(b) or 20(c))Agent, sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Loans or other Obligations Revolving Loan (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation Loan to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Obligations Revolving Loan to the Lender holding the related Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned ObligationsRevolving Commitment; provided, however, that, whether as a result of any term of any Loan Document or of such assignment, that (i) no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Revolving Loans hereunder, and such Lender (and not such SPV) hereunder or fund participations in Swing Line Loans or Letters of Credit or shall be liable for any obligation of such Lender hereunder and (ii) any such SPV shall have all the rights of a Lender hereunder, including the rights described in Section 11.01 but only to continue the extent such SPV delivers the Tax forms such Lender is required to make Loans hereundercollect pursuant thereto.

Assignments to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 2010.9, each Lender that is an Affiliate of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(b10.9(b) or 20(c10.9(c)), sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Revolving Loans or other Obligations (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation Loan to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Obligations Revolving Loans to the Lender holding the related Loan Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned Obligations; provided, however, that, whether as a result of any term of any Loan Document or of such assignmentSale, no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Revolving Loans hereunder, and such Lender (and not such SPV) none shall be liable for any obligation of such Lender hereunder. In the case of any Sale pursuant to continue this clause (h), any assignee SPV shall have all the rights of a Lender hereunder, including the rights described in Section 9.3 and the right to make Loans hereunderreceive all payments with respect to the assigned Obligations. Each such SPV shall be entitled to the benefit of Section 11.2 only to the extent such SPV delivers the tax forms the assigning Lender is required to collect pursuant to subsection 11.2(f).

Assignments to Affiliate SPVs. In addition to the other rights provided elsewhere in this Section 209.9, each Lender that is an Affiliate or branch of the Agent may, with notice to Agent in such form as shall be acceptable to the Agent (but without the consent of any Person and without compliance with any limitation or procedure specified in subsection 20(bSections 9.9(b) or 20(c9.9(c)), sell, transfer, negotiate or assign all or any portion of its rights, title or interests hereunder with respect to any Revolving Loans or other Obligations (including any interest accrued or to accrue thereon) to an SPV that is an Affiliate of such Lender, and such SPV may thereafter, with notice to Agent, assign such Obligation Loan to any other SPV that is an Affiliate of such Lender or re-assign all or a portion of its interests in any Obligations Revolving Loans to the Lender holding the related Allocation. Upon any assignment pursuant to this clause (f), any assignee SPV shall have all the rights of a Lender hereunder, including the right to receive all payments with respect to the assigned ObligationsLoan Commitment; provided, however, that, whether as a result of any term of any Loan Document or of such assignmentSale, no such assignee SPV shall have a commitment, or be deemed to have made an offer to commit, to make Revolving Loans hereunder, and such Lender (and not such SPV) none shall be liable for any obligation of such Lender hereunder. In the case of any Sale pursuant to continue this clause (g), any assignee SPV shall have all the rights of a Lender hereunder, including the rights described in Section 8.3(c) and the right to make Loans hereunderreceive all payments with respect to the assigned Obligations. Each such SPV shall be entitled to the benefit of Section 10.1 only to the extent such SPV delivers the tax forms the assigning Lender is required to collect pursuant to Section 10.1(g).