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

Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 or 2.16, or the Borrowers shall be required to make additional payments to any Lender under Section 2.17, CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to 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 such assignee; provided, however, that no Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the 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 such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder (including, without limitation, any Facility Fees).

Assignment of Commitments Under Certain Circumstances. In the event that If (a) any Lender Bank (i) shall have delivered a notice or certificate pursuant to Section 2.13(b)11.3, 2.15 (ii) shall become subject to the provisions of Section 11.1 or 2.16(iii) shall fail or refuse to fund its portion of any Loan for any reason other than the failure of the Borrower to satisfy the conditions precedent to the making of such Loan hereunder, or (b) the Borrowers Borrower shall be required to make additional payments to any Lender under Section 2.1714.1 (or would be required to make such additional payments with respect to any future interest payment), CCSC the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender Bank and the Administrative Agent, to replace such Lender Bank with an assignee (in accordance with and subject to the restrictions contained in Section 10.0414.12(a) approved by the Administrative Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheldhereof), and such Lender Bank hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.0414.12(a) hereof) all its of such assigning Bank's interests, rights and obligations under this Agreement to such assignee; provided, however, that (A) no Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and governmental authority, (iiB) such assignee or the Borrowers Bank shall pay to the affected Lender Bank in immediately available funds on the date of such assignment the principal of the Loans made and Reimbursement Obligations funded by such Bank hereunder, (C) the Borrower must exercise its right to replace such Bank within forty-five (45) days of the event giving rise to the Borrower's right to so replace such Bank, and (D) the Borrower shall pay to the affected Bank in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans made by such Lender and participations in LC Disbursements and Swingline Loans held by such Lender Bank hereunder and all other amounts accrued for such Lender’s Bank's account or owed to it hereunder (including, without limitation, any Facility Fees)hereunder.

Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13(b2.10(b), 2.15 2.12 or 2.162.13, or the Borrowers shall be required to make additional payments to any Lender under Section 2.172.14, CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, (a) to 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 Agent (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 such assignee; provided, however, that no Lender shall be obligated to make any such assignment -------- ------- unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the 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 such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s 's account or owed to it hereunder or (includingb) to terminate the right or obligation of such Lender to make Loans and reduce the Total Credit Commitment by the amount of such Lender's Commitment, without limitation, any Facility Fees)so long as the amount of the remaining Credit Commitments after giving effect to such termination exceeds the Aggregate Credit Exposure.

Assignment of Commitments Under Certain Circumstances. (a) In the an event that (i) any Lender shall have delivered delivers a notice or certificate requesting compensation pursuant to Section 2.13(b)3.04, 2.15 or 2.16(ii) any Lender delivers a notice described in Section 3.02, or the Borrowers shall be (iii) Borrower is required to make pay any additional payments amount to any Lender under or any Governmental Authority on account of any Lender pursuant to Section 2.173.01, CCSC shall have the right, but not the obligationBorrower may, at its own expensesole expense and effort (including with respect to the processing and recordation fee referred to in Section 10.04(b)), upon notice to such Lender and the Administrative Agent, to replace require 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 assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04) ), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigneeassigned obligations (which assignee may be another Lender, if such Lender accepts the assignment); provided, however, provided that no Lender shall be obligated to make any such assignment unless (ix) such assignment shall not conflict with any law law, rule or any rule, regulation or order of any court or other Governmental Authority having jurisdiction, (y) Borrower shall have received the prior written consent of Administrative Agent (and, if a Revolving Loan Commitment is being assigned, of Issuing Lender and Swing Line Lender), which consent shall not be unreasonably withheld, and (iiz) Borrower or such assignee or the Borrowers shall pay have paid to the affected Lender in immediately available funds on an amount equal to the date sum of such assignment the principal of and interest accrued to the date of such payment on the outstanding Loans made by of such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s account or owed payable to it hereunder (including, without limitation, any Facility Feesincluding under Sections 3.02 and 3.04).

Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 or 2.16, or (a) the Borrowers Borrower shall be required to make additional payments to any Lender under Section 2.173.4 (each, CCSC an "Increased Cost Lender") then, with respect to each such Increased Cost Lender (the "Terminated Lender"), the Borrower 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 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 withheld10.2), and such Terminated Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.0410.2) all its interests, rights and obligations under this Agreement to such other Lender or assignee; provided, however, that no Terminated Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any 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 Lender hereunder and all any other amounts accrued for required to be paid by any Loan Party to such Lender’s account Terminated 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 (including, without limitation, any Facility Feesotherwise).

Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 or 2.162.14, or the Borrowers Borrower shall be required to make additional payments to any Lender under Section 2.172.20 (or would be required to make such additional payments with respect to the interest payment that would be made on the next succeeding Interest Payment Date), CCSC the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative AgentManaging Agents, to 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 withheld10.04(b)), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.0410.04(b)) all its interests, rights and obligations under this Agreement to such assignee; provided, however, that (a) no Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and Authority, (iib) such assignee or the Borrowers shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder and (c) the Borrower shall pay to the affected Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans made by such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s 's account or owed to it hereunder (including, without limitation, any Facility Fees)hereunder.

Assignment of Commitments Under Certain Circumstances. In the ----------------------------------------------------- event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 or 2.16, or the Borrowers shall be required to make additional payments to any Lender under Section 2.17, CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to 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 such assignee; provided, however, that no Lender shall be obligated ----------------- to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the 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 such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s 's account or owed to it hereunder (including, without limitation, any Facility Fees).

Assignment of Commitments Under Certain Circumstances. In the event that any Lender or the Fronting Bank shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 2.13 or 2.162.14, or the Borrowers any Borrower shall be required to make additional payments to any Lender or the Fronting Bank under Section 2.172.18, CCSC the Borrowers shall have the right, but not the obligation, at its their own expense, upon notice to such Lender or the Fronting Bank (as the case may be) and the Administrative AgentAgents, to replace require such Lender with an assignee or the Fronting Bank (in accordance with and subject to as the restrictions contained in Section 10.04case may be) 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 10.048.04) all its such Lender's or the Fronting Bank's (as the case may be) interests, rights and obligations under this Agreement contained hereunder to another financial institution approved by the Agents and the Borrowers (which approval shall not be unreasonably withheld) which shall assume such assigneeobligations; provided, however, provided that no Lender shall be obligated to make any such assignment unless (i) no such assignment shall not conflict with any law law, rule or any rule, regulation or order of any Governmental Authority and (ii) such the assignee or the Borrowers shall pay to the affected Lender or the Fronting Bank (as the case may be) in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans Extensions of Credit made by such Lender and participations in LC Disbursements and Swingline Loans held by such Lender it hereunder and all other amounts accrued for such Lender’s its account or owed to it hereunder (including, without limitation, any Facility Fees)and the Borrowers shall pay the processing and recordation fee due pursuant to Section 8.04.

Assignment of Commitments Under Certain Circumstances. 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(b)2.10, 2.15 2.12 or 2.16, or the Borrowers Loan Parties shall be required to make additional payments to any Lender under Section 2.172.16, CCSC or any Lender shall become a Defaulting Lender, the Borrower shall have the right, but not the obligation, 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 replace require such Lender with an assignee (or Defaulting Lender to transfer and assign, without recourse or discount, in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent9.7, 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 of its interests, rights and obligations under this Agreement to such assignee; provided, however, that no Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the 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 such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder (including, without limitation, its Commitments and its Percentage of the Obligations) to one or more financial 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. A Lender shall not be required to make any Facility Fees)such transfer and assignment unless all Obligations owing to such Lender, including, without limitation, those arising under Sections 2.10, 2.12 and 2.16, have been paid in full and such Lender shall have no further obligations with respect to its Commitments, and no Lender shall be required to make any such transfer and assignment if prior thereto the 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 certificate pursuant to Section 2.10, 2.12 or 2.16, as applicable.

Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall have delivered a notice or certificate pursuant to Section 2.13(b)2.9 or 2.11 indicating any additional amounts owed by the Borrower, 2.15 or 2.16, or (b) the Borrowers Borrower shall be required to make pay any additional payments amounts pursuant to Section 2.7(e), or (c) any Lender under Section 2.17fails to approve an amendment or waiver of any provision of this Agreement or any other Credit Document requested by the Borrower, CCSC the Borrower 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 Lender and the Administrative Agent, to replace require 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 10.0410.3) all its interests, rights and obligations under this Agreement and the other Credit Documents to another financial institution (which must be an Eligible Assignee) which shall assume such assigneeobligations; provided, however, provided that no Lender shall be obligated to make any such assignment unless (i) no such assignment shall not conflict with any law law, rule or any rule, regulation or order of any Governmental Authority and to which such Lender is subject, (ii) such the assignee or the Borrowers shall pay to the affected Lender 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 Lender hereunder, and participations (iii) the Borrower shall pay to the affected Lender in LC Disbursements and Swingline Loans held by such Lender hereunder and immediately available funds all other fees and other amounts accrued for owing to such affected Lender’s account , including without limitation the additional amounts owed pursuant to Sections 2.7(e), 2.9 or owed to it hereunder (including2.11, without limitation, any Facility Fees)if any.

Assignment of Commitments Under Certain Circumstances. In the event that any Lender or LC Bank shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 2.12 or 2.162.13, or the Borrowers Borrower shall be required to make additional payments to any Lender or LC Bank under Section 2.17, CCSC the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender or LC Bank (as the case may be) and the Administrative Agent, to replace require such Lender with an assignee or LC Bank (in accordance with and subject to as the restrictions contained in Section 10.04case may be) 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 10.049.04) all its such Lender's or LC Bank's (as the case may be) interests, rights and obligations under this Agreement contained hereunder to another financial institution approved by the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld) which shall assume such assigneeobligations; provided, however, provided that no Lender shall be obligated to make any such assignment unless (i) no such assignment shall not conflict with any law law, rule or any rule, regulation or order of any Governmental Authority and (ii) such the assignee or the Borrowers shall pay to the affected Lender or LC Bank (as the case may be) in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans Extensions of Credit made by such Lender and participations in LC Disbursements and Swingline Loans held by such Lender it hereunder and all other amounts accrued for such Lender’s its account or owed to it hereunder (including, without limitation, any Facility Fees)hereunder.

Assignment of Commitments Under Certain Circumstances. In the ----------------------------------------------------- event that any Lender (or other applicable Person mentioned in Section 2.16) shall have delivered a notice or certificate pursuant to Section 2.13(b2.12(b), 2.15 2.14 or 2.162.15, or the Borrowers any Borrower shall be required to make additional payments to any Lender under Section 2.172.16 (an "Increased Cost Lender"), CCSC then, with respect to ---------------------- each such Increased Cost Lender, the Borrowers shall have the right, but not the obligation, at its their own expense, upon notice to such Increased Cost Lender and the Administrative Agent, to replace such Increased Cost Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04) approved by the Administrative Agent, Agent and the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld), and such Increased Cost 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 such assignee; provided, however, that no ------------------ Increased Cost Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the 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 such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder (including, without limitation, any Facility Fees).unless

Assignment of Commitments Under Certain Circumstances. In the event that any Lender or LC Bank shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 2.12 or 2.162.13, or the Borrowers Borrower shall be required to make additional payments to any Lender or LC Bank under Section 2.17, CCSC the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender or LC Bank (as the case may be) and the Administrative Agent, to replace require such Lender with an assignee or LC Bank (in accordance with and subject to as the restrictions contained in Section 10.04case may be) 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 10.049.04) all its such Lender's or LC Bank's (as the case may be) interests, rights and obligations under this Agreement contained hereunder to another financial institution approved by the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld) which shall assume such assigneeobligations; provided, however, provided that no Lender shall be obligated to make any such assignment unless (i) no such assignment shall not conflict with any law law, rule or any rule, regulation or order of any Governmental Authority and (ii) such the assignee or the Borrowers shall pay to the affected Lender or LC Bank (as the case may be) 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 Lender and participations in LC Disbursements and Swingline Loans held by such Lender it hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder (including, without limitation, any Facility Fees)reimbursement obligations in respect of Letters of Credit) accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 or 2.16, or the Borrowers shall be required to make additional payments to any Lender under Section 2.17, CCSC shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, (a) to 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 Agent 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 such assignee; provided, however, that no Lender shall be obligated to make any such assignment unless (i) such assignment shall not conflict with any law or any rule, regulation or order of any Governmental Authority and (ii) such assignee or the 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 such Lender and participations in LC Disbursements and Swingline Loans held by such Lender hereunder and all other amounts accrued for such Lender’s 's account or owed to it hereunder (including, without limitation, any Facility Fees)) or (b) to prepay all outstanding Loans of such Lender and participations in Swingline Loans held by such Lender, terminate the right or obligation of such Lender to make Loans and reduce the Total Revolving Credit Commitment by the amount of such Lender's Revolving Credit Commitment, so long as the amount of the remaining Revolving Credit Commitments after giving effect to such prepayment and termination exceeds the Aggregate Revolving Credit Exposure.

Assignment of Commitments Under Certain Circumstances. In the event that any Lender or the Fronting Bank shall have delivered a notice or certificate pursuant to Section 2.13(b), 2.15 2.13 or 2.162.14, or the Borrowers Borrower shall be required to make additional payments to any Lender or the Fronting Bank under Section 2.172.18, CCSC the Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender or the Fronting Bank (as the case may be) and the Administrative AgentAgents, to replace require such Lender with an assignee or the Fronting Bank (in accordance with and subject to as the restrictions contained in Section 10.04case may be) 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 10.048.04) all its such Lender's or the Fronting Bank's (as the case may be) interests, rights and obligations under this Agreement contained hereunder to another financial institution approved by the Agents and the Borrower (which approval shall not be unreasonably withheld) which shall assume such assigneeobligations; provided, however, provided that no Lender shall be obligated to make any such assignment unless (i) no such assignment shall not conflict with any law law, rule or any rule, regulation or order of any Governmental Authority and (ii) such the assignee or the Borrowers shall pay to the affected Lender or the Fronting Bank (as the case may be) in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans Extensions of Credit made by such Lender and participations in LC Disbursements and Swingline Loans held by such Lender it hereunder and all other amounts accrued for such Lender’s its account or owed to it hereunder (including, without limitation, any Facility Fees)and the Borrower shall pay the processing and recordation fee due pursuant to Section 8.04.