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

Assignment of Commitments Under Certain Circumstances. If (a) the Company receives a notice or certificate from a Bank requesting an amount be paid to such Bank under Section 14.3 hereof and the Required Banks have not similarly made requests for payment arising out of the same circumstances or (b) the obligation of any Bank to make or maintain any Eurocurrency Loan has terminated under Section 14.1 hereof and the obligations of the Required Banks to make or maintain Eurocurrency Loans have not similarly terminated by reason of the same circumstances or (c) any Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required by the terms of this Agreement or (d) any Borrower shall be required to make additional payments to any Bank under Section 17.1 hereof (or would be required to make such additional payments with respect to any future interest payment) or (e) any Bank is unable to make or fund a participation in any Loan denominated in an Alternative Currency and the Required Banks have not similarly been unable to make or participate in Loans in the same Alternative Currency under the same circumstances or (f) any Bank fails to consent to an Approved Jurisdiction to which the Required Banks have consented, the Company shall have the right, but not the obligation, at its own expense, upon notice to such Bank and the Administrative Agent, to replace such Bank with an assignee (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof), and such Bank hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof) all of such assigning Bank's interests, rights and obligations under this Agreement to such assignee; provided, however, that (A) no such assignment shall conflict with any law or any rule, regulation or order of any governmental authority, (B) such assignee Bank shall pay to the affected 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 Company must exercise its right to replace such Bank within one hundred twenty (120) days of the event giving rise to the Company's right to so replace such Bank, and (D) the Borrowers shall pay to the affected Bank in immediately available funds on the date of such 104 assignment the interest accrued to the date of payment on the Loans made by such Bank hereunder and all other amounts accrued for such Bank's account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. If (a) the Company receives a notice or certificate from a Bank requesting an amount be paid to such Bank under Section 14.3 hereof and the Required Banks have not similarly made requests for payment arising out of the same circumstances or (b) the obligation of any Bank to make or maintain any Eurocurrency Loan has terminated under Section 14.1 hereof and the obligations of the Required Banks to make or maintain Eurocurrency Loans have not similarly terminated by reason of the same circumstances or (c) any Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required by the terms of this Agreement or (d) any Borrower shall be required to make additional payments to any Bank under Section 17.1 hereof (or would be required to make such additional payments with respect to any future interest payment) or (e) any Bank is unable to make or fund a participation in any Loan denominated in an Alternative Currency and the Required Banks have not similarly been unable to make or participate in Loans in the same Alternative Currency under the same circumstances or (f) any Bank fails to consent to an Approved Jurisdiction to which the Required Banks have consented, the Company shall have the right, but not the obligation, at its own expense, upon notice to such Bank and the Administrative Agent, to replace such Bank with an assignee (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof), and such Bank hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof) all of such assigning Bank's interests, rights and obligations under this Agreement to such assignee; provided, however, that (A) no such assignment shall conflict with any law or any rule, regulation or order of any governmental authority, (B) such assignee Bank shall pay to the affected 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 Company must exercise its right to replace such Bank within one hundred twenty (120) days of the event giving rise to the Company's right to so replace such Bank, and (D) the Borrowers shall pay to the affected Bank in immediately available funds on the date of such 104 assignment the interest accrued to the date of payment on the Loans made by such Bank hereunder and all other amounts accrued for such Bank's account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. If (a) the Company receives a notice or certificate from a Bank requesting an amount be paid to such Bank If any Lender is owed increased costs under Section 14.3 hereof and the Required Banks have not similarly made requests for payment arising out of the same circumstances or (b) the obligation of any Bank to make or maintain any Eurocurrency Loan has terminated under Section 14.1 hereof and the obligations of the Required Banks to make or maintain Eurocurrency Loans have not similarly terminated by reason of the same circumstances or (c) any Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required by the terms of this Agreement or (d) any Borrower shall be required to make additional payments to any Bank under Section 17.1 hereof (or would be required to make such additional payments with respect to any future interest payment2.13(a)(ii) or (eiii), Section 2.13(c), Section 2.12(h) any Bank is unable to make or fund a participation Section 3.11 materially in any Loan denominated in an Alternative Currency and excess of those of the Required Banks have not similarly been unable to make or participate in Loans in the same Alternative Currency under the same circumstances or (f) any Bank fails to consent to an Approved Jurisdiction to which the Required Banks have consentedother Lenders, the Company Borrower shall have the right, but not the obligation, at its own expense, expense (including with respect to the processing and recordation fee referred to in Section 9.12(d)) upon notice to such Bank Lender and the Administrative Agent, if no Unmatured Event of Default or Event of Default then exists, to replace such Bank Lender (the "Replaced Lender") with an assignee one or more other Eligible Assignee or Assignees (in accordance with and subject collectively, the "Replacement Lender") reasonably acceptable to the restrictions contained in Agent, provided that (i) at the time of any replacement pursuant to this Section 17.12(a) hereof)2.14, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and such Bank hereby agrees to transfer participation in Letters of Credit and assign without recourse (in accordance with Swing Line Loans by, the Replaced Lender and subject to the restrictions contained in Section 17.12(a) hereof) all of such assigning Bank's interests, rights and obligations under this Agreement any participation agreements to such assignee; provided, however, that (A) no such assignment shall conflict which the Replaced Lender is a party with any law or any rule, regulation or order of any governmental authority, (B) such assignee Bank shall pay respect to the affected 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 Company must exercise its right to replace such Bank within one hundred twenty (120) days of the event giving rise to the Company's right to so replace such BankL/C Agreement, and (Dii) all obligations of the Borrowers shall pay Borrower owing to the affected Bank Replaced Lender (including, without limitation, such increased costs and excluding those specifically described in immediately available funds on clause (i) above in respect of which the date assignment purchase price has been, or is concurrently being paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment documentation and the payment of amounts referred to in clauses (i) and (ii) above, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall be released from its obligations under the Loan Documents and shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such 104 assignment the interest accrued Replaced Lender. Notwithstanding anything to the date contrary contained above, neither the Facing Agent nor the Swing Line Lender may be replaced hereunder at any time while it has Letters of payment on Credit or Swing Line Loans, respectively, outstanding hereunder unless arrangements satisfactory to the Loans Facing Agent or Swing Line Lender (including the furnishing of a standby letter of credit in form and substance, and issued by an issuer satisfactory to the Facing Agent or the furnishing of collateral of a kind, in amounts and pursuant to arrangements satisfactory to the Facing Agent) have been made by with respect to such Bank hereunder and all other amounts accrued for such Bank's account outstanding Letters of Credit or owed to it hereunderSwing Line Loans.

Assignment of Commitments Under Certain Circumstances. If (a) In the Company receives event that any Lender shall have delivered a notice or certificate from a Bank requesting an amount be paid pursuant to such Bank under Section 14.3 hereof and 2.13 or Section 2.14, or the Required Banks have not similarly made requests for payment arising out of the same circumstances or (b) the obligation of any Bank to make or maintain any Eurocurrency Loan has terminated under Section 14.1 hereof and the obligations of the Required Banks to make or maintain Eurocurrency Loans have not similarly terminated by reason of the same circumstances or (c) any Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required by the terms of this Agreement or (d) any Borrower shall be required to make pay additional payments amounts to any Bank Lender under Section 17.1 hereof (or would be required to make such additional payments with respect to any future interest payment) or (e) any Bank is unable to make or fund a participation in any Loan denominated in an Alternative Currency and the Required Banks have not similarly been unable to make or participate in Loans in the same Alternative Currency under the same circumstances or (f) any Bank fails to consent to an Approved Jurisdiction to which the Required Banks have consented2.19, the Company Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Bank Lender and the Administrative Agent, to replace require such Bank with an assignee (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof), and such Bank hereby agrees Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained provisions set forth in Section 17.12(a9.04, including clause (v) hereofof the proviso to Section 9.04(b)) all of such assigning Bank's its interests, rights and obligations under this Agreement to another financial institution designated by the Borrower which shall assume such assigneeobligations; provided, however, provided that (Ai) in the case of an assignment under Facility B, a similar assignment by such Lender be made under the Parity Debt Credit Agreement of all of its interests, rights and obligations under the Parity Debt Credit Agreement, (ii) no such assignment shall conflict with any law or any law, rule, regulation or order of any governmental authority, Governmental Authority and (Biii) such assignee Bank the Borrower shall pay to the affected Bank Lender (and, in the case of assignments under Facility B, shall take the same actions under the Parity Debt Credit Agreement) in immediately available funds on the date of such assignment the entire amount of principal of the Loans made and Reimbursement Obligations funded by such Bank hereunder, (C) the Company must exercise its right to replace such Bank within one hundred twenty (120) days of the event giving rise to the Company's right to so replace such Bank, and (D) the Borrowers shall pay to the affected Bank in immediately available funds on the date of such 104 assignment the interest accrued to the date of payment on the Loans and participations in Letter of Credit Disbursements made by such Bank it hereunder and all other amounts accrued for such Bank's its account or owed to it hereunder; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender's notice or certificate under Section 2.13 or Section 2.14 or demand for additional amounts under Section 2.19, as the case may be, shall cease to exist or become inapplicable for any reason or if such Lender shall waive its rights in respect of such circumstances or event under Section 2.13, Section 2.14 or Section 2.19, as the case may be, then such Lender shall not thereafter be required to make any such assignment hereunder, or in the case of assignments under Facility B, under the Parity Debt Credit Agreement.

Assignment of Commitments Under Certain Circumstances. If The Borrower shall be permitted to replace any Lender that (a) the Company receives a notice requests reimbursement for amounts owing pursuant to Section 2.19, 2.20(a) or certificate from a Bank requesting an amount be paid to such Bank under Section 14.3 hereof and the Required Banks have not similarly made requests for payment arising out of the same circumstances 2.22 or (b) the obligation withholds its consent to any amendment, waiver or other modification of any Bank Loan Document requested by the Borrower that requires the consent of all of the Lenders (or that specific Lender), and such amendment, waiver or other modification of any Loan Document is consented to make or maintain by the Required Lenders; provided that (i) such replacement does not conflict with any Eurocurrency Loan has terminated Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) with respect to clause (a) above only, prior to any such replacement, such Lender shall have taken no action under Section 14.1 hereof and 2.23 so as to eliminate the obligations continued need for payment of amounts owing pursuant to Section 2.19, 2.20(a) or 2.22 or shall not have waived its right to receive same, (iv) no Agent, Arranger or Lender shall be obligated to purchase the Loans of the Required Banks Lender to make be replaced or maintain Eurocurrency to find a replacement Lender therefor, (v) the replacement financial institution shall purchase, at par, all Loans have not similarly terminated by reason and other amounts owing to such replaced Lender on or prior to the date of replacement, (vi) the same circumstances or (c) any Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required by the terms of this Agreement or (d) any Borrower shall be required liable to make additional payments to any Bank such replaced Lender under Section 17.1 hereof 2.21 (or would be required to make such additional payments with respect to as though Section 2.21 were applicable) if any future interest payment) or (e) any Bank is unable to make or fund a participation in any Eurodollar Loan denominated in an Alternative Currency and the Required Banks have not similarly been unable to make or participate in Loans in the same Alternative Currency under the same circumstances or (f) any Bank fails to consent to an Approved Jurisdiction to which the Required Banks have consented, the Company shall have the right, but not the obligation, at its own expense, upon notice owing to such Bank and replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vii) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, to replace (viii) the replacement of such Bank with an assignee (Lender shall be accomplished in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and subject processing fee referred to the restrictions contained in Section 17.12(a) hereoftherein), and (ix) until such Bank hereby agrees to transfer and assign without recourse (in accordance with and subject to time as such replacement shall be consummated, the restrictions contained in Section 17.12(a) hereof) all of such assigning Bank's interests, rights and obligations under this Agreement to such assignee; provided, however, that (A) no such assignment shall conflict with any law or any rule, regulation or order of any governmental authority, (B) such assignee Bank Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19, 2.20(a) or 2.22, as the affected 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 Company must exercise its right to replace such Bank within one hundred twenty (120) days of the event giving rise to the Company's right to so replace such Bankcase may be, and (Dx) any such replacement shall not eliminate or reduce the Borrowers shall pay Borrower's obligations to the affected Bank in immediately available funds on the date of such 104 assignment the interest accrued to the date of payment on the Loans made by such Bank hereunder replaced Lender under Section 10.5 and all other amounts accrued for then due and owing to such Bank's account or owed to it hereunderreplaced Lender under Section 10.5 shall have been paid in full.

Assignment of Commitments Under Certain Circumstances. If (a) the Company receives a notice or certificate from a Bank requesting an amount be paid to such Bank under Section 14.3 hereof and the Required Banks have not similarly made requests for payment arising out of the same circumstances or (b) the obligation of any Bank to make or maintain any Eurocurrency Loan has terminated under Section 14.1 hereof and the obligations of the Required 107 Banks to make or maintain Eurocurrency Loans have not similarly terminated by reason of the same circumstances or (c) any Bank shall fail or refuse to make or participate in any Loan or L/C Obligation as and when required by the terms of this Agreement or (d) any Borrower shall be required to make additional payments to any Bank under Section 17.1 hereof (or would be required to make such additional payments with respect to any future interest payment) or (e) any Bank is unable to make or fund a participation in any Loan denominated in an Alternative Currency and the Required Banks have not similarly been unable to make or participate in Loans in the same Alternative Currency under the same circumstances or (f) any Bank fails to consent to an Approved Jurisdiction to which the Required Banks have consented, the Company shall have the right, but not the obligation, at its own expense, upon notice to such Bank and the Administrative Agent, to replace such Bank with an assignee (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof), and such Bank hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 17.12(a) hereof) all of such assigning Bank's interests, rights and obligations under this Agreement to such assignee; provided, however, that (A) no such assignment shall conflict with any law or any rule, regulation or order of any governmental authority, (B) such assignee Bank shall pay to the affected 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 Company must exercise its right to replace such Bank within one hundred twenty (120) days of the event giving rise to the Company's right to so replace such Bank, and (D) the Borrowers shall pay to the affected Bank in immediately available funds on the date of such 104 assignment the interest and fees accrued to the date of payment on the Loans made by such Bank hereunder and all other amounts accrued for such Bank's account or owed to it hereunder.