Common use of Effecting Termination Clause in Contracts

Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstanding, (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, to the order of the Replacement Lender or Replacement Lenders, (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b). To the extent not in conflict, the terms of Section 13.06(b) shall supplement the provisions of this Section 5.07(d). For each assignment made under this Section 5.07, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lender, as set forth in Section 5.05.

Effecting Termination. On the Lender Termination Datedate on which the termination will --------------------- occur, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstanding, (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, warranty to the order of the Replacement Lender or Replacement Lenders, (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, said date of termination and (iv) the Replacement Lender or Replacement Lenders will thereupon succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d5.06(d). For each assignment made under this Section 5.075.06, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lender, as set forth in Section 5.05.

Effecting Termination. On the Lender Termination Datedate on which the termination will occur, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstanding, (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, to the order of the Replacement Lender or Replacement Lenders, (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes Indebtedness held by the Terminated Lender at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, said date of termination and (iviii) the Replacement Lender or Replacement Lenders will thereupon succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d5.06(d). For each assignment made under this Section 5.075.06, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lender, Lender as set forth in Section 5.05.

Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstandingoutstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its NotesNote, payable without recourse, representation or warranty, except in accordance with the Assignment, warranty to the order of the Replacement Lender or Replacement LendersLenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d5.06(d). For each assignment made under this Section 5.075.06, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lenderand Replacement Lenders, as set forth in Section 5.05.

Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstandingpro rata as aforesaid), (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, to the order of the Replacement Lender or Replacement Lenders, (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes participations in the Loans held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination DateDate and the Deposit of the Terminated Lender plus any interest accrued thereon, and (iviii) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d5.06(d). For each assignment made under this Section 5.075.06, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lenderand Replacement Lenders, as set forth in Section 5.055.05 and, in the case of the termination of a Lender in accordance with Section 5.07(a)(ii), shall pay on the Lender Termination Date any amounts that would be payable under Section 2.03(e) or (f) to the Terminated Lender as if such Terminated Lender’s Commitment had been reduces to zero.

Effecting Termination. On the Lender Termination Datedate on which the termination --------------------- will occur, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstanding, (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, warranty to the order of the Replacement Lender or Replacement Lenders, (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, said date of termination and (iv) the Replacement Lender or Replacement Lenders will thereupon succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d5.06(d). For each assignment made under this Section 5.075.06, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lender, as set forth in Section 5.05.

Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstandingoutstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, warranty to the order of the Replacement Lender or Replacement LendersLenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d5.06(d). For each assignment made under this Section 5.075.06, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lender, as set forth in Section 5.05.

Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstandingoutstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its NotesNote, payable without recourse, representation or warranty, except in accordance with the Assignment, warranty to the order of the Replacement Lender or Replacement LendersLenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d5.06(d). For each assignment made under this Section 5.075.06, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lenderand Replacement Lenders, as set forth in Section 5.05.

Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Tranche A Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Tranche A Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Tranche A Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstandingoutstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its NotesNote, payable without recourse, representation or warranty, except in accordance with the Assignment, warranty to the order of the Replacement Lender or Replacement LendersLenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d5.06(d). For each assignment made under this Section 5.075.06, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lenderand Replacement Lenders, as set forth in Section 5.05.

Effecting Termination. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit and the Direct Pay Letter of Credit (if any) then outstanding, (ii) the Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty, except in accordance with the Assignment, warranty to the order of the Replacement Lender or Replacement Lenders, (iii) the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b12.06(b). To the extent not in conflict, the terms of Section 13.06(b12.06(b) shall supplement the provisions of this Section 5.07(d). For each assignment made under this Section 5.07, the Replacement Lender shall pay to the Administrative Agent the processing fee provided for in Section 13.06(b12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination of the Terminated Lender, as set forth in Section 5.05.. -34- 41