Common use of Elevation Clause in Contracts

Elevation. 15.1 Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; and the date on which such Assignee becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 At the time of Elevation, the Elevation Transfer Fee (if any) shall be paid by Seller to the Agent and Xxxxx shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an Elevation. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Section 15 of the Standard Terms is hereby amended and restated as follows: Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an a “Permitted Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; and the date on which such Permitted Assignee becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, (x) if any Agent Expense Amount Funding Advance or any other fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may the Elevation will not request be permitted, and (y) if an Elevation pursuant would contravene any law, rule, order or regulation applicable to this Section 15.1. 15.2 An either Party, the Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 will not be permitted. Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 . At the time of Elevation, the Buyer and Seller shall each pay its applicable share of any applicable Elevation Transfer Fee (if any) shall be paid by Seller to Fee, as specified in Section G.1 of the Agent and Xxxxx shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an ElevationTransaction Specific Terms. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's ’s obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all relevant Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion part of the Participation who is mutually acceptable to the Parties (any such Entity or Buyer, an a “Permitted Assignee”) to become a Lender under the a Credit Agreement with respect to all or any part of the related Transferred Rights (an “Elevation”; and the date on which such Permitted Assignee becomes a Lender under the such Credit Agreement, the “Elevation Date”); provided that, (x) if any Agent Expense Amount Funding Advance or any other fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant shall not be permitted with respect to the terms of Section 11.1(c). 15.3 relevant Loans and/or Commitments, as applicable, and (y) if an Elevation would contravene any law, rule, order or regulation applicable to either Party, an Elevation shall not be permitted with respect to the relevant Loans and/or Commitments, as applicable. Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 . At the time of Elevation, the Buyer and Seller shall each pay its applicable share of any applicable Elevation Transfer Fee (if any) shall be paid by Seller to Fee, as specified in Section G.1 of the Agent and Xxxxx shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an ElevationTransaction Specific Terms. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's ’s obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 (a) Subject to the terms and provisions of the Credit Transaction Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transferwith respect to each Participation Interest, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party Seller agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), ) as soon as reasonably practicable) to cause, to cause as soon as practicable, Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender (under and as defined in the relevant Credit Agreement Agreement) with respect to all or any part of the Transferred Rights (an “Elevation”; and ) no later than 150 days following the date on which such Assignee becomes a Lender under the Credit Agreement, Settlement Date (the “Elevation Date”); ) or as soon as reasonably practicable thereafter, provided that, if an Elevation would contravene any Agent Expense Amount law, rule, order or regulation applicable to either party hereto, the other party may not request an Elevation. (b) Seller shall pay all transfer fees and other expenses payable in connection with an Elevation. Buyer will make best efforts to cooperate with Seller in connection therewith. (c) Subject to the terms and provisions of the Transaction Documents and any fees applicable law or amounts shall then be due regulation, if: (i) Seller is dissolved notwithstanding the foregoing; (ii) Seller or a direct or indirect parent company of Seller has become the subject of a proceeding under any debtor relief law or has had appointed for it a received, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization of liquidation of its business or assets, including any governmental authority acting in such a capacity; or (iii) an Event of Default (as defined in the Loan Agreement) has occurred and payable is continuing under the Loan Agreement, Seller agrees to use commercially reasonable efforts to cause an Elevation, provided that, if an Elevation would contravene any law, rule, order or any regulation applicable to either party hereto, the other obligations are due and owing to Seller by Buyer, Buyer party may not request an Elevation pursuant and Buyer shall not be required to this Section 15.1cause an Elevation. 15.2 An Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 (d) Upon the date of Elevation Date, and to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16terminate. 15.4 At the time of Elevation, the Elevation Transfer Fee (if any) shall be paid by Seller to the Agent and Xxxxx shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an Elevation. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 (a) Subject to the terms and provisions of each Contributor Participation, the Credit Documents Transferor and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent Transferee shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable best efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any))cause the Transferor to effect an Elevation, as soon as reasonably practicablepracticable and in all events within ninety (90) days of the Settlement Date, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion each such Contributor Participation and take such action (including the execution and delivery of an Assignment) as shall be mutually agreeable between the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; Transferor and the date on which such Assignee becomes a Lender under Transferee in connection therewith and in accordance with the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due terms and payable or any other obligations are due conditions of each Contributor Participation and owing to Seller by Buyer, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant to consistent with the terms of Section 11.1(c). 15.3 Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 At the time of Elevation, the Elevation Transfer Fee (if any) shall be paid by Seller to the Agent and Xxxxx shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an Elevation. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than . The Transferee shall pay all transfer fees and expenses payable in connection with an Elevation. On the relevant Elevation pursuant Date with respect to each Contributor Participation, the Transferor and the Transferee shall in accordance with this Section 3.01(a) cause the Transferee or its designee to become the record owner of such Contributor Participation. (a) The Transferor shall maintain its existence as a Specified Permitted TransferMaryland corporation until an Elevation has been effected with respect to each Contributor Participation. (b) If the Transferor is dissolved prior to effecting all Elevations, the Transferor and the Transferee agree that the Participation Interests in each of the Contributor Participations shall elevate automatically and immediately to an assignment and all of the Transferor’s rights, title, interests and ownership of such Contributor Participations shall vest in Transferee. The Transferor shall be deemed to have consented and agreed to an Elevation for each of the Contributor Participations upon the execution of this Agreement. The Transferor agrees that, following the Transferor’s dissolution, Transferee shall be permitted to take any and all action necessary to effectuate an Elevation and/or finalize an assignment of any of the Contributor Participations, and in furtherance of the foregoing, effective immediately upon a dissolution of the Transferor, the Transferor hereby makes, constitutes and appoints Transferee, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents that the Transferee reasonably deems appropriate or necessary in connection with any Elevation or finalization of an assignment of any of the Contributor Participations. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the bankruptcy, insolvency or dissolution of the Transferor.

Elevation. 15.1 Section 15 of the Standard Terms is hereby amended and restated as follows: Subject to the terms and provisions of the Credit Documents Agreements and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use take such commercially reasonable efforts and to take such actions as are necessary to cause (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable), to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the applicable Credit Agreement with respect to all or any part of the Transferred Rights Loans (an “Elevation”; and the date on which such Assignee Buyer becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by Buyer, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant . Without limitation to the terms foregoing, Seller shall notify the Agent with respect to each Loan of Section 11.1(c). 15.3 the actual or proposed Elevation of the relevant Loan on or promptly following the Settlement Date. Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 . At the time of Elevation, the Buyer shall pay any applicable Elevation Transfer Fee (if any) shall be paid by Seller pursuant to Section G.1 of the Agent and Xxxxx shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an ElevationTransaction Specific Terms. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's ’s obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.

Elevation. 15.1 Subject to the terms and provisions of the Credit Documents and any applicable law or regulation, if: (a) an Elevation would constitute a Specified Permitted Transfer, upon the request or deemed request, as applicable, of Buyer, or (b) an Elevation would not constitute a Specified Permitted Transfer, upon the request of Buyer with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed, then, in each such case, each Party agrees to use commercially reasonable efforts and to take such actions as are necessary (including obtaining all Elevation Required Consents (if any)), as soon as reasonably practicable, to cause Buyer or any actual or prospective transferee or subparticipant with respect to all or any portion of the Participation (any such Entity or Buyer, an “Assignee”) to become a Lender under the Credit Agreement with respect to all or any part of the Transferred Rights (an “Elevation”; and the date on which such Assignee becomes a Lender under the Credit Agreement, the “Elevation Date”); provided that, if any Agent Expense Amount or any fees or amounts shall then be due and payable or any other obligations are due and owing to Seller by BuyerXxxxx, Buyer may not request an Elevation pursuant to this Section 15.1. 15.2 An Elevation may also occur pursuant to the terms of Section 11.1(c). 15.3 Upon the Elevation Date, to the extent of such Elevation, (i) Buyer shall assume all of the Assumed Obligations, (ii) Seller shall have no further responsibility in respect of such Assumed Obligations and (iii) this Agreement shall terminate except as provided in the last sentence of Section 16. 15.4 At the time of Elevation, the Elevation Transfer Fee (if any) shall be paid by Seller to the Agent and Xxxxx shall reimburse Seller in an amount equal to 100% thereof; provided that Seller shall not be obligated to reimburse Buyer any amounts in excess of $5,000 with respect to an Elevation. Notwithstanding the foregoing, the occurrence of an Elevation shall not affect (a) each Party’s rights or obligations under this Agreement, (b) the indemnities set forth in Section 6, in each case arising on or before the Elevation Date, including, without limitation, any rights or obligations relating to a Party’s breach of any of its representations, warranties, covenants or agreements hereunder, (c) Seller's obligation to deliver to Buyer any Distributions (whether received before, on or after the Elevation Date) pursuant to Section 8 of this Agreement or (d) either Party’s right to reimbursement of Agent Expenses pursuant to Section 7.1. 15.5 Buyer hereby agrees that it will not utilize the Assignment Executed in Blank other than in connection with an Elevation pursuant to a Specified Permitted Transfer.