Common use of ASSIGNMENT AS A RESULT OF CHANGE OF CIRCUMSTANCES Clause in Contracts

ASSIGNMENT AS A RESULT OF CHANGE OF CIRCUMSTANCES. If any Lender but not all of the Lenders seeks additional compensation pursuant to Section 8.02(a) (the "Affected Lender"), then the Borrower may indicate to the Agent in writing that it desires the Affected Lender to be replaced with one or more of the other Lenders, and the Agent shall then forthwith give notice to the other Lenders that any Lender or Lenders may, in the aggregate, assume all (but not part) of the Affected Lender's Individual Commitment and obligations hereunder and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other agreements and instruments delivered pursuant hereto (but in no event shall any other Lender or the Agent be obliged to do so). If one or more Lenders shall so agree in writing (herein collectively called the "Assenting Lenders" and individually called an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitment and the obligations of such Assenting Lender under this agreement and the rights and obligations of such Assenting Lender under each of the other agreements and instruments delivered pursuant hereto shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender's Outstanding Accommodation and Individual Commitment and obligations under this agreement and rights and obligations under each of the other agreements and instruments delivered pursuant hereto on a date mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lenders shall pay to the Affected Lender the amount of the outstanding Accommodations which it has made available to the Borrower and the Affected Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of the Affected Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption. If there are no Assenting Lenders, the Borrower may designate to the Agent by written notice a Canadian chartered bank which is not a Lender and, for all purposes of this Section 8.03, such bank shall be the sole Assenting Lender.

ASSIGNMENT AS A RESULT OF CHANGE OF CIRCUMSTANCES. If any Lender but not all of the Lenders seeks additional compensation pursuant to Section 8.02(a) 8.2(a), if a Borrower is required to deduct or withhold Taxes from or in respect of any payment made by it hereunder pursuant to Section 8.6 to any Lender but not all of the Lenders or if any Lender but not all of the Lenders fails to approve any waiver, consent or amendment requested by the Borrowers (in each case such Lender is hereinafter referred to as the "“Affected Lender"”), then the Borrower Borrowers may indicate to the Agent in writing that it desires they desire the Affected Lender to be replaced with one or more of the other Lenders, and the Agent shall then forthwith give notice to the other Lenders that any Lender or Lenders may, in the aggregate, assume all (but not part) of the Affected Lender's ’s Individual Commitment and obligations hereunder and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other agreements and instruments delivered pursuant hereto (but in no event shall any other Lender or the Agent be obliged to do so). If one or more Lenders shall so agree in writing (herein collectively called the "“Assenting Lenders" ” and individually called an "“Assenting Lender"”) with respect to such acquisition and assumption, the Individual Commitment and the obligations of such Assenting Lender under this agreement and the rights and obligations of such Assenting Lender under each of the other agreements and instruments delivered pursuant hereto shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender's Outstanding Accommodation ’s Pro Rata Share of outstanding credit and Individual Commitment and obligations under this agreement and rights and obligations under each of the other agreements and instruments delivered pursuant hereto on a date mutually acceptable to the Assenting Lenders and the BorrowerBorrowers. On such date, the Assenting Lenders shall pay to the Affected Lender the amount of the outstanding Accommodations credit which it has made available to the Borrower Borrowers and the Affected Lender shall cease to be a "“Lender" ” for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of the Affected Lender's ’s Individual Commitment as aforesaid by an Assenting Lender, Schedule A B hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption. If there are no Assenting Lenders, the Borrower Borrowers may designate to the Agent by written notice a Canadian chartered bank (which bank must be acceptable to the Agent acting reasonably) which is not a Lender and, for all purposes of this Section 8.038.3, such bank shall be the sole Assenting Lender.

ASSIGNMENT AS A RESULT OF CHANGE OF CIRCUMSTANCES. If any Lender but not all of the Lenders seeks additional compensation pursuant to Section 8.02(a) (the "“Affected Lender"”), then the Borrower Borrowers may indicate to the Agent in writing that it desires they desire the Affected Lender to be replaced with one or more of the other Lenders, and the Agent shall then forthwith give notice to the other Lenders that any Lender or Lenders may, in the aggregate, assume all (but not part) of the Affected Lender's ’s Individual Commitment and obligations hereunder and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other agreements and instruments delivered pursuant hereto (but in no event shall any other Lender or the Agent be obliged to do so). If one or more Lenders shall so agree in writing (herein collectively called the "“Assenting Lenders" ” and individually called an "“Assenting Lender"”) with respect to such acquisition and assumption, the Individual Commitment and the obligations of such Assenting Lender under this agreement and the rights and obligations of such Assenting Lender under each of the other agreements and instruments delivered pursuant hereto shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender's Outstanding Accommodation ’s Pro Rata Share of outstanding credit and Individual Commitment and obligations under this agreement and rights and obligations under each of the other agreements and instruments delivered pursuant hereto on a date mutually acceptable to the Assenting Lenders and the BorrowerBorrowers. On such date, the Assenting Lenders shall pay to the Affected Lender the amount of the outstanding Accommodations credit which it has made available to the Borrower Borrowers and the Affected Lender shall cease to be a "“Lender" ” for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of the Affected Lender's ’s Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption. If there are no Assenting Lenders, the Borrower may Borrowers may, subject to Section 14.18, designate to the Agent by written notice a Canadian chartered bank which is not a Lender and, for all purposes of this Section 8.03, such bank shall be the sole Assenting Lender.

ASSIGNMENT AS A RESULT OF CHANGE OF CIRCUMSTANCES. If any Lender but not all of the Lenders seeks additional compensation pursuant to Section 8.02(a8.2(a) (the "Affected LenderAFFECTED LENDER"), then the Borrower Borrowers may indicate to the Agent in writing that it desires they desire the Affected Lender to be replaced with one or more of the other Lenders, and the Agent shall then forthwith give notice to the other Lenders that any Lender or Lenders may, in the aggregate, assume all (but not part) of the Affected Lender's Individual Commitment and obligations hereunder and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other agreements and instruments delivered pursuant hereto (but in no event shall any other Lender or the Agent be obliged to do so). If one or more Lenders shall so agree in writing (herein collectively called the "Assenting LendersASSENTING LENDERS" and individually called an "Assenting LenderASSENTING LENDER") with respect to such acquisition and assumption, the Individual Commitment and the obligations of such Assenting Lender under this agreement and the rights and obligations of such Assenting Lender under each of the other agreements and instruments delivered pursuant hereto shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender's Outstanding Accommodation Pro Rata Share of outstanding credit and Individual Commitment and obligations under this agreement and rights and obligations under each of the other agreements and instruments delivered pursuant hereto on a date mutually acceptable to the Assenting Lenders and the BorrowerBorrowers. On such date, the Assenting Lenders shall pay to the Affected Lender the amount of the outstanding Accommodations credit which it has made available to the Borrower Borrowers and the Affected Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of the Affected Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A ERROR! REFERENCE SOURCE NOT FOUND. hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption. If there are no Assenting Lenders, the Borrower Borrowers may designate to the Agent by written notice a Canadian chartered bank which is not a Lender and, for all purposes of this Section 8.038.3, such bank shall be the sole Assenting Lender.

ASSIGNMENT AS A RESULT OF CHANGE OF CIRCUMSTANCES. If any Lender but not all of the Lenders seeks additional compensation pursuant to Section 8.02(a8.2(a) (the "“Affected Lender"”), then the Borrower Borrowers may indicate to the Agent in writing that it desires they desire the Affected Lender to be replaced with one or more of the other Lenders, and the Agent shall then forthwith give notice to the other Lenders that any Lender or Lenders may, in the aggregate, assume all (but not part) of the Affected Lender's Individual Commitment and obligations hereunder and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other agreements and instruments delivered pursuant hereto (but in no event shall any other Lender or the Agent be obliged to do so). If one or more Lenders shall so agree in writing (herein collectively called the "“Assenting Lenders" ” and individually called an "“Assenting Lender"”) with respect to such acquisition and assumption, the Individual Commitment and the obligations of such Assenting Lender under this agreement and the rights and obligations of such Assenting Lender under each of the other agreements and instruments delivered pursuant hereto shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Affected Lender's Outstanding Accommodation Pro Rata Share of outstanding credit and Individual Commitment and obligations under this agreement and rights and obligations under each of the other agreements and instruments delivered pursuant hereto on a date mutually acceptable to the Assenting Lenders and the BorrowerBorrowers. On such date, the Assenting Lenders shall pay to the Affected Lender the amount of the outstanding Accommodations credit which it has made available to the Borrower Borrowers and the Affected Lender shall cease to be a "“Lender" ” for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of the Affected Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption. If there are no Assenting Lenders, the Borrower may Borrowers may, subject to Section 14.18, designate to the Agent by written notice a Canadian chartered bank which is not a Lender and, for all purposes of this Section 8.038.3, such bank shall be the sole Assenting Lender.