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

Assignment of Commitments Under Certain Circumstances. In the event that any Lender is a Defaulting Lender, then with respect to each such Defaulting Lender (a “Terminated Lender”), Borrower Agent shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and Agent, to replace such Terminated Lender with an Eligible Assignee (in accordance with and subject to restrictions of Section 13.2.4), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions in Section 13.2.4) all its interests, rights and obligations under the Loan Documents to such Eligible Assignee; provided, however, that no such Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law, rule, regulation or order of any Governmental Authority and (ii) such Terminated Lender shall have been paid 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 such Terminated Lender and all fees and other amounts accrued for such Terminated Lender’s account or owed to it hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such sale and purchase and shall deliver to Agent any Notes subject to such assignment and acceptance; provided, however, that the failure of any Terminated Lender to execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment in its books and records.

Assignment of Commitments Under Certain Circumstances. In the event that If (a) any Lender is shall have delivered a Defaulting Lendernotice or certificate pursuant to Section 2.14 or 2.15, then with respect or Borrower shall be required to each such Defaulting make additional payments to any Lender under Section 2.16 (a “Terminated Lender”), Borrower Agent shall have the right, but not the obligation, at its own expense, upon notice from Borrower to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an Eligible Assignee assignee (in accordance with and subject to the restrictions of contained in Section 13.2.49.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 13.2.49.04) all its interests, rights and obligations under the Loan Documents this Agreement to such Eligible Assigneeassignee; provided, however, that no such Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law, law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or Borrower shall pay to the affected Terminated Lender shall have been paid 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 such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder. Each Lender agrees thathereunder (including, if it becomes a Terminated Lenderwithout limitation, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such sale and purchase and shall deliver to Agent any Notes subject to such assignment and acceptance; provided, however, that the failure of any Terminated Lender to execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment in its books and recordsCommitment Fees).

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15 or the Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an “Increased Cost Lender”), or (b) a Lender is a Defaulting LenderLender then, then with respect to each such Increased Cost Lender or Defaulting Lender (a the “Terminated Lender”), the Borrower Agent shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with (x) another Lender or (y) an Eligible Assignee assignee (in accordance with and subject to the restrictions of contained in Section 13.2.410.04), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 13.2.410.04) all its interests, rights and obligations under the Loan Documents this Agreement to such Eligible Assigneeother Lender or assignee; provided, however, that no such Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law, law or any rule, regulation or order of any Governmental Authority and (ii) such the affected Terminated Lender shall have been paid 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 such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder. Each Lender agrees thathereunder (including, if it becomes a Terminated Lenderwithout limitation, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such sale and purchase and shall deliver to Agent any Notes subject to such assignment and acceptance; provided, however, that the failure of any Terminated Lender to execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment in its books and recordsCommitment Fees).

Assignment of Commitments Under Certain Circumstances. In the event that If (a) any Lender is shall have delivered a notice or certificate pursuant to Section 2.14 or 2.15, or Borrower shall be required to make additional payments to any Lender under Section 2.16, or (b) any Lender shall become a Defaulting Lender, then then, with respect to each such Defaulting Lender (a “Terminated Lender”), Borrower Agent shall have the right, but not the obligation, at its own expense, upon notice from Borrower to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with an Eligible Assignee assignee (in accordance with and subject to the restrictions of contained in Section 13.2.49.04) approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 13.2.49.04) all its interests, rights and obligations under the Loan Documents this Agreement to such Eligible Assigneeassignee; provided, however, that no such Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law, law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or Borrower shall pay to the affected Terminated Lender shall have been paid 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 such Terminated Lender and all fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s account or owed to it hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such sale and purchase and shall deliver to Agent any Notes subject to such assignment and acceptance; provided, however, that the failure of any Terminated Lender to execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment in its books and records.

Assignment of Commitments Under Certain Circumstances. In the event that any Lender is shall have delivered a Defaulting notice or certificate pursuant to Section 2.14 or 2.15, or either Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an "Increased Cost Lender") then, then with respect to each such Defaulting Lender (a “Terminated Lender”), Borrower Agent the Borrowers shall have the right, but not the obligation, at its their own expense, upon notice to such Increased Cost Lender (the "Terminated Lender Lender") and the Administrative Agent, to replace such Terminated Lender with an Eligible Assignee assignee (in accordance with and subject to the restrictions of contained in Section 13.2.49.04) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 13.2.49.04) all its interests, rights and obligations under the Loan Documents this Agreement to such Eligible Assigneeassignee; provided, however, that no such Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law, law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the Borrowers shall pay to the affected Terminated Lender shall have been paid 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 such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s 's account or owed to it hereunder. Each Lender agrees thathereunder (including, if it becomes a Terminated Lenderwithout limitation, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such sale and purchase and shall deliver to Agent any Notes subject to such assignment and acceptance; provided, however, that the failure of any Terminated Lender to execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment in its books and recordsCommitment Fees).

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender is shall have delivered a Defaulting Lendercertificate pursuant to Section 2.9 or 2.11 indicating any additional amounts owed by the Borrower, then with respect (b) the Borrower shall be required to each such Defaulting Lender (a “Terminated Lender”pay any additional amounts pursuant to Section 2.7(e), or (c) any Lender fails to approve an amendment or waiver of any provision of this Agreement or any other Credit Document requested by the Borrower, the Borrower Agent shall have the right, but not right (unless such Lender shall have eliminated the obligationcircumstance giving rise to the additional amount owed by the Borrower or otherwise waived receipt of such additional amount), at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace require such Terminated Lender with an Eligible Assignee (in accordance with and subject to restrictions of Section 13.2.4), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 13.2.410.3) all its interests, rights and obligations under this Agreement and the Loan other Credit Documents to such another financial institution (which must be an Eligible Assignee) which shall assume such obligations; provided, however, provided that no such Terminated Lender shall be obligated to make any such assignment unless (i) no such assignment shall not conflict with any law, rule, rule or regulation or order of any Governmental Authority and to which such Lender is subject, (ii) such Terminated the assignee shall pay to the affected Lender shall have been paid in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by such Terminated Lender hereunder, and (iii) the Borrower shall pay to the affected Lender in immediately available funds all other fees and other amounts accrued for owing to such Terminated affected Lender’s account , including without limitation the additional amounts owed pursuant to Sections 2.7(e), 2.9 or owed to it hereunder. Each Lender agrees that2.11, if it becomes a Terminated Lender, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such sale and purchase and shall deliver to Agent any Notes subject to such assignment and acceptance; provided, however, that the failure of any Terminated Lender to execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment in its books and recordsany.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender is shall have delivered a Defaulting Lendernotice or certificate pursuant to Section 2.14 or 2.15, then or Borrower or the Additional Borrower shall be required to make additional payments to any Lender under Section 2.16 (each, an "INCREASED COST LENDER"), then, with respect to each such Defaulting Increased Cost Lender (a “Terminated Lender”the "TERMINATED LENDER"), Borrower Agent or the Additional Borrower, as applicable, shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Administrative Agent, to replace such Terminated Lender with (x) another Lender or (y) an Eligible Assignee assignee (in accordance with and subject to the restrictions of contained in Section 13.2.49.04), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 13.2.49.04) all its interests, rights and obligations under the Loan Documents this Agreement to such Eligible Assigneeother Lender or assignee; provided, however, that no such Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law, law or any rule, regulation or order of any Governmental Authority and (ii) such the affected Terminated Lender shall have been paid 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 such Terminated Lender and participations in LC Disbursements and Swingline Loans held by such Terminated Lender and all commitment fees and other fees owed to such Terminated Lender hereunder and all other amounts accrued for such Terminated Lender’s 's account or owed to it hereunder. Each Lender agrees thathereunder (including, if it becomes a Terminated Lenderwithout limitation, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such sale and purchase and shall deliver to Agent any Notes subject to such assignment and acceptance; provided, however, that the failure of any Terminated Lender to execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment in its books and recordsCommitment Fees).

Assignment of Commitments Under Certain Circumstances. In the event that (a) the Borrower shall be required to make additional payments to any Lender is a Defaulting under Section 3.4 (each, an "Increased Cost Lender") then, then with respect to each such Defaulting Increased Cost Lender (a “the "Terminated Lender”"), the Borrower Agent shall have the right, but not the obligation, at its own expense, upon notice to such Terminated Lender and the Agent, to replace such Terminated Lender with (x) another Lender or (y) an Eligible Assignee assignee (in accordance with and subject to the restrictions of contained in Section 13.2.410.2), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 13.2.410.2) all its interests, rights and obligations under the Loan Documents this Agreement to such Eligible Assigneeother Lender or assignee; provided, however, that no such Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law, law or any rule, regulation or order of any Governmental Authority and (ii) such the affected Terminated Lender shall have been paid 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 such Terminated Lender and all fees and any other amounts accrued for required to be paid by any Loan Party to such Terminated Lender’s account Lender under this Agreement (including any amounts required to be paid under Section 3.4.with respect to the payments described in this clause (ii) or owed to it hereunder. Each Lender agrees that, if it becomes a Terminated Lender, it shall execute and deliver to Agent an assignment and acceptance agreement to evidence such sale and purchase and shall deliver to Agent any Notes subject to such assignment and acceptance; provided, however, that the failure of any Terminated Lender to execute an assignment and acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and Agent shall record such assignment in its books and recordsotherwise).