Common use of Assignment of Commitments Under Certain Circumstances Clause in Contracts

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.19, the Company shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 2.13, Section 2.19 or Section 2.19 2.22 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.192.19 or Section 2.22, the Company shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority Authority, (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. In the event (a) Any any Lender (or Transferee) claiming any additional amounts payable requests compensation pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not5.3, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered delivers a notice described in Section 5.2, (c) Holdings or certificate any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.13 or 2.145.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the Borrowers shall be required to make additional payments to business in which the Borrower is engaged or (e) any Lender under Section 2.19is a Defaulting Lender, the Company shall have the rightBorrower may, at its own expensesole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04) 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another financial institution acceptable to the Administrative Agent which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing and continuing, (iii) the Company Borrower or the assignee, as the case may be, such assignee shall pay have paid to the affected such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its account rights in respect of such circumstances or owed event under Section 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to it make such assignment hereunder. In the event that a replaced Xxxxxx does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Xxxxxx, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. In the event (a) Any any Lender (or Transferee) claiming any additional amounts payable requests compensation pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not5.3, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered delivers a notice described in Section 5.2, (c) Holdings or certificate any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.13 or 2.145.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the Borrowers shall be required to make additional payments to business in which the Borrower is engaged or (e) any Lender under Section 2.19is a Defaulting Lender, the Company shall have the rightBorrower may, at its own expensesole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04) 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another financial institution acceptable to the Administrative Agent which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing and continuing, (iii) the Company Borrower or the assignee, as the case may be, such assignee shall pay have paid to the affected such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its account rights in respect of such circumstances or owed event under Section 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to it make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.13(b), 2.15 or 2.142.16, or the Borrowers shall be required to make additional payments to any Lender under Section 2.192.17, the Company CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to require replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable such assignee; provided, however, that no Lender shall be obligated to the Administrative Agent which shall assume make any such obligations; provided that assignment unless (i) no such assignment shall not conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority and (ii) no Event of Default shall have occurred and be continuing and (iii) the Company such assignee or the assignee, as the case may be, Borrowers shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for its such Lender’s account or owed to it hereunderhereunder (including, without limitation, any Facility Fees).

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.11 or 2.142.12, or the Borrowers Borrower shall be required to make additional payments to the Administrative Agent or any Lender under Section 2.192.16, or any Lender shall become a Designated Lender, the Company Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative AgentAgent and such Lender, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.048.04) all its such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents to another financial institution acceptable to approved by the Administrative Agent (which approval shall not be unreasonably withheld. and such approval is not required by the Borrower if an Event of Default has occurred and is continuing), which financial institution shall assume such obligations; provided that (i) at the time of such assignment no Event of Default and no Unmatured Default shall have occurred and be continuing, (ii) the Borrower shall pay to the assigning Lender all amounts (if any) then due and payable to such Lender under Sections 2.11 and 2.16, (iii) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing governmental authority and (iiiiv) the Company assignee or the assigneeBorrower, as the case may be, shall pay to the affected Lender assignor in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans Advances made by it such assignor hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. In the event (a) Any any Lender (or Transferee) claiming any additional amounts payable requests compensation pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not5.3, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or certificate any Governmental Authority on account of any Lender pursuant to Section 2.13 or 2.145.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers shall be required are engaged, (e) any amount payable under the Loans Documents by a French Borrower becomes not deductible from such French Borrower’s taxable income for French tax purposes by reason of that amount being paid or accrued to make additional payments to a French Swingline Lender incorporated, domiciled or established in a Non-Cooperative Jurisdiction or (f) any Lender under fails to approve an additional Alternative Currency pursuant to Section 2.191.7 or delivers a notice that it will no longer be able to extend Loans in an Alternative Currency approved pursuant to Section 1.7, the Company shall have the rightBorrowers may, at its own expensetheir sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04) 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another financial institution acceptable to the Administrative Agent which an Eligible Assignee that shall assume such obligations; assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) no such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing and continuing, (iii) the Company Borrowers or the assignee, as the case may be, such assignee shall pay have paid to the affected such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section 5.9 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or any Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3, demand for additional amounts under Section 5.1 or failure to approve or notice of inability to extend Loans in an Alternative Currency under Section 1.7 or the Borrowers’ right to replace any French Swingline Lender under clause (e) above, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its account rights in respect of such circumstances or owed event under Section 1.7, 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to it make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.9 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.9, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.9, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent shall be effective for purposes of this Section 5.9 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) Any If any Lender (requests compensation under Section 2.11, or Transferee) claiming if the Borrower is required to pay any additional amounts payable amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 2.12, or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant defaults in its obligation to Section 2.13 or 2.14fund Loans hereunder, or then the Borrowers shall be required to make additional payments to any Lender under Section 2.19, the Company shall have the rightBorrower may, at its own expensesole expense and effort, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer assign and assign delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 10.04) 11.04), all of its interests, rights and obligations under this Agreement to an assignee or assignees that shall assume such obligations (which assignee or assignees may be another financial institution acceptable Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent which shall assume such obligations; provided that (i) no such the assignment shall conflict with any law, rule or regulation or order of any Governmental Authority fee specified in Section 11.04; (ii) no Event of Default such Lender shall have occurred and be continuing and received payment of an amount equal to (iiix) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the outstanding principal of and its Loans, accrued interest thereon, accrued to the date of payment on the Loans made by it hereunder fees and all other amounts accrued for its account or owed payable to it hereunderhereunder and under the other Loan Documents (including any amounts under Section 2.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) plus (y) solely in the case of any assignment pursuant to this Section 2.16 prior to July 15, 2009, a premium, expressed as a percentage of the principal amount of the Loans so assigned equal to (A) 2%, in the case of any assignment prior to July 15, 2008 and (B) 1%, in the case of any assignment thereafter. (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.12, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 2.13, Section 2.19 or Section 2.19 2.22 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.192.19 or Section 2.22, the Company shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if 54 48 the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.19, the Company shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender the Administrative Agent shall have delivered a notice or certificate on behalf of any Lender pursuant to Section 2.13 2.10, 2.12 or 2.142.16, or the Borrowers Loan Parties shall be required to make additional payments to any Lender under Section 2.192.16, or any Lender shall become a Defaulting Lender, the Company Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, not later than sixty (60) days following such Lender’s delivery of such notice or certificate, to require such Lender or Defaulting Lender to transfer and assign assign, without recourse (or discount, in accordance with and subject to the restrictions contained in Section 10.04) 9.7, all of its interests, rights and obligations under this Agreement (including, without limitation, its Commitments and its Percentage of the Obligations) to another one or more financial institution acceptable to institutions chosen by the Borrower (and approved by the Administrative Agent and the Issuing Bank, which approval shall not be unreasonably withheld) which have agreed to so acquire and assume such interests, rights and obligations; provided that (i) no . A Lender shall not be required to make any such transfer and assignment shall conflict with any lawunless all Obligations owing to such Lender, rule or regulation or order of any Governmental Authority (ii) no Event of Default including, without limitation, those arising under Sections 2.10, 2.12 and 2.16, have been paid in full and such Lender shall have occurred no further obligations with respect to its Commitments, and no Lender shall be continuing required to make any such transfer and (iii) assignment if prior thereto the Company circumstances entitling the Borrower to require such a transfer and assignment cease to apply as a result of such Lender’s withdrawing its notice or the assigneecertificate pursuant to Section 2.10, 2.12 or 2.16, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunderapplicable.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.19, the Company shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.. 55 49