Common use of Notice to Borrower of Assignment Clause in Contracts

Notice to Borrower of Assignment. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, if Administrative Agent accepts the assignment contemplated thereby, Administrative Agent shall give prompt notice thereof to Borrower. If Borrower consents to the assignment contemplated thereby (Borrower agrees such consent shall not be unreasonably withheld or delayed), Borrower shall execute and deliver replacement Notes to the assignor and assignee as requested by Administrative Agent and necessary to give effect to the assignment. If Borrower fails or refuses to execute and deliver such replacement Notes, Administrative Agent may, as agent and attorney-in-fact for Borrower, execute and deliver such replacement Notes on behalf of Borrower. Borrower hereby appoints Administrative Agent as its agent and attorney-in-fact for such purpose and acknowledges that such power is coupled with an interest and therefore irrevocable until the Loan Obligations have been indefeasibly paid in full in cash and the Commitments have terminated. Administrative Agent shall not have any liability to Borrower or anyone else, including any Lender, as a consequence of exercising the power granted to Administrative Agent in the foregoing sentence in any instance, except in cases of Administrative Agent's gross negligence or willful misconduct.

Notice to Borrower of Assignment. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, if Administrative Agent accepts the assignment contemplated thereby, Administrative Agent shall give prompt notice thereof to Borrower. If Borrower consents to the assignment contemplated thereby (Borrower agrees such consent shall not be unreasonably withheld or delayed), Borrower shall execute and deliver replacement Notes to the assignor and assignee as requested by Administrative Agent and necessary to give effect to the assignment; provided, however, no consent of Borrower to any assignment shall be required during an Existing Default. If Borrower fails or refuses to execute and deliver such replacement Notes, Administrative Agent may, as agent and attorney-in-fact for Borrower, execute and deliver such replacement Notes on behalf of Borrower. Borrower hereby appoints Administrative Agent as its agent and attorney-in-fact for such purpose and acknowledges that such power is coupled with an interest and therefore irrevocable until the Loan Obligations have been indefeasibly paid in full in cash and cash, the Commitments have terminated, no Letters of Credit are outstanding and the Letter of Credit Exposure is irreversibly zero and the Administrative Agent and the Lenders have no other commitment to extend credit or make advances to or for the account of Borrower. Administrative Agent shall not have any liability to Borrower or anyone else, including any Lender, as a consequence of exercising the power granted to Administrative Agent in the foregoing sentence in any instance, except in cases of Administrative Agent's ’s gross negligence or willful misconduct.

Notice to Borrower of Assignment. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, if Administrative Agent accepts the assignment contemplated thereby, Administrative Agent shall give prompt notice thereof to Borrower. Borrower shall be deemed to have consented to such assignment if Borrower fails to give contrary notice to Administrative Agent within one Business Day after Administrative Agent has given notice thereof to Borrower. If Borrower consents or is deemed to the assignment contemplated thereby (Borrower agrees have consented to such consent shall not be unreasonably withheld or delayed)assignment, Borrower shall execute and deliver replacement Notes to the assignor and assignee as requested by Administrative Agent and necessary to give effect to the assignment. If Borrower fails or refuses to execute and deliver such replacement NotesNotes after having consented or being deemed to have consented to the assignment, Administrative Agent may, as agent and attorney-in-fact for Borrower, execute and deliver such replacement Notes on behalf of Borrower. Borrower hereby appoints Administrative Agent as its agent and attorney-in-fact for such purpose and acknowledges that such power is coupled with an interest and therefore irrevocable until the Loan Obligations have been indefeasibly paid in full in cash and the Commitments have terminatedirrevocable. Administrative Agent shall not have any liability to Borrower or anyone else, including any Lender, as a consequence of exercising the such power granted to Administrative Agent in the foregoing sentence in any instance, except in cases of Administrative Agent's gross negligence or willful misconduct.

Notice to Borrower of Assignment. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, if Administrative Agent accepts proposes to accept the assignment contemplated thereby, Administrative Agent shall give prompt notice thereof to Borrower. If Borrower consents requesting the consent of Borrower to the assignment contemplated thereby (Borrower agrees such consent assignment, which shall not be unreasonably withheld or delayed), it being understood that Borrower may withhold consent if such assignment would subject Borrower to the payment of additional amounts pursuant to Section 4.12 or 4.14. Upon such consent, Borrower shall execute and deliver replacement Notes to the assignor and assignee as requested by Administrative Agent and necessary to give effect to the assignment. If Borrower fails or refuses to execute and deliver such replacement NotesNotes after having given such consent, Administrative Agent may, as agent and attorney-in-fact for Borrower, execute and deliver such replacement Notes on behalf of Borrower. Borrower hereby appoints Administrative Agent as its agent and attorney-in-fact for such purpose and acknowledges that such power is coupled with an interest and therefore irrevocable until the Loan Obligations have been indefeasibly paid in full in cash and the Commitments have terminatedirrevocable. Administrative Agent shall not have any liability to Borrower or anyone else, including any Lender, as a consequence of exercising the such power granted to Administrative Agent in the foregoing sentence in any instance, except in cases of Administrative Agent's gross negligence or willful misconduct.

Notice to Borrower of Assignment. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, if Administrative Agent accepts the assignment contemplated thereby, Administrative Agent shall give prompt notice thereof to Borrower. If Borrower consents to the assignment contemplated thereby (Borrower agrees such consent shall not be unreasonably withheld or delayed), Borrower shall execute and deliver replacement Notes to the assignor and assignee as requested by Administrative Agent and necessary to give effect to the assignment; provided, however, no consent of Borrower to any assignment shall be required during an Existing Default. If Borrower fails or refuses to execute and deliver such replacement Notes, Administrative Agent may, as agent and attorney-in-fact for Borrower, execute and deliver such replacement Notes on behalf of Borrower. Borrower hereby appoints Administrative Agent as its agent and attorney-in-fact for such purpose and acknowledges that such power is coupled with an interest and therefore irrevocable until the Loan Obligations have been indefeasibly paid in full in cash and cash, the Commitments have terminated, no Letters of Credit are outstanding and the Letter of Credit Exposure is irreversibly zero and the Administrative Agent and the Lenders have no other commitment to extend credit or make advances to or for the account of Borrower. Administrative Agent shall not have any liability to Borrower or anyone else, including any Lender, as a consequence of exercising the power granted to Administrative Agent in the foregoing sentence in any instance, except in cases of Administrative Agent's gross negligence or willful misconduct.