Common use of Mandatory Assignment; Commitment Termination Clause in Contracts

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans) of such Lender; PROVIDED that (x) such termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lender.

Mandatory Assignment; Commitment Termination. In the event any Lender Bank delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender Bank to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another LenderBank, if a Lender Bank accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender Bank and prepay all outstanding Loans (other than Competitive Loans) of such LenderBank; PROVIDED provided that (x) such termination of the Commitment of such Lender Bank and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender Bank in immediately available funds the principal of of, accrued interest and interest accrued fees to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender Bank delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c2.15(d) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.16, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.192.21, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender Bank to transfer and assign in whole or in part, without recourse (in accordance with Section 8.0410.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another LenderBank, if a Lender Bank accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender Bank and prepay all outstanding Loans (other than Competitive Loans) of such LenderBank; PROVIDED provided that (x) such termination of the Commitment of such Lender Bank and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender Bank in immediately available funds the principal of of, accrued interest and interest accrued fees to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (x) such termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lender.

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Paying Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Revolving Credit Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment Commitments of such Lender and prepay all outstanding Revolving Credit Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (x) such termination of the Commitment Commitments of such Lender and prepayment of Revolving Credit Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Revolving Credit Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid deposited into the L/C Cash Collateral Account an amount in cash equal to such Lender's Pro Rata Share of the Agent a processing and recordation fee Available Amount of $3,500 if all Letters of Credit outstanding on such assignee is not an existing Lenderdate.

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c2.12(c) or a notice in accordance with Section 2.10 2.09 or 2.14 2.13 or is a Defaulting Lender, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.192.18, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (x) such termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lender.

Mandatory Assignment; Commitment Termination. In the event any Lender Bank delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c2.15(e) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.16, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.192.21, or if any Bank becomes a Defaulting Bank, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender Bank to transfer and assign in whole or in part, without recourse (in accordance with Section 8.0410.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another LenderBank, if a Lender Bank accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) so long as no Event of Default has occurred and is continuing, terminate the Commitment of such Lender Bank and prepay all outstanding Loans (other than Competitive Loans) of such LenderBank; PROVIDED provided that (x) such termination of the Commitment of such Lender Bank and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender Bank in immediately available funds the principal of of, accrued interest and interest accrued fees to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder hereunder. Notwithstanding the foregoing, if prior to any such transfer and assignment (za) such Bank shall waive its right to claim compensation under Section 2.15(e) in respect of such circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to payments under Section 2.21 in respect of such circumstances or event, as the Borrower case may be or (b) with respect to any transfer as a result of any Bank becoming a Defaulting Bank, such Bank ceases to be a Defaulting Bank, then, in each case, such Bank shall have paid not thereafter be required to the Agent a processing make any such transfer and recordation fee of $3,500 if such assignee is not an existing Lenderassignment hereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Paying Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (x) such termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender Bank delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender Bank to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another LenderBank, if a Lender Bank accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental 39 35 Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender Bank and prepay all outstanding Loans (other than Competitive Loans) of such LenderBank; PROVIDED provided that (x) such termination of the Commitment of such Lender Bank and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender Bank delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender Bank to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another LenderBank, if a Lender Bank accepts such assignment); PROVIDED that (i) such i)such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender Bank and prepay all outstanding Loans (other than Competitive Loans) of such LenderBank; PROVIDED that (x) such termination of the Commitment of such Lender Bank and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event that any Lender delivers to the Administrative Agent or the BorrowerBorrowers, as appropriate, a certificate in accordance with Section 2.13(c3.05(d) or a notice in accordance with Section 2.10 3.06 or 2.14 in the event that any Lender fails to fulfill its Commitment to make any Revolving Loan, then, provided that no Default or Event of Default has occurred and is a Defaulting Lender, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19continuing at such time, the Borrower Borrowers may, at its their own expenseexpense (such expense to include any transfer fee payable to the Administrative Agent under Section 12.04(b)), and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with and subject to the terms and conditions of Section 8.0412.04(b)), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent Eligible Assignee which shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not relieve the Borrowers from their obligations to pay such additional amounts that may be due in accordance with Section 3.05(a) or (b), (ii) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority Body and (iiiii) the Borrower Borrowers or such assignee Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all accrued Fees and other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and Lender, prepay all outstanding Loans (other than Competitive Loans) of such Lender and cash collateralize such Lender's Participation Interests in Swingline Loans and LOC Obligations then outstanding; PROVIDED provided that (xi) such termination of the Commitment of such Lender and shall not relieve the Borrowers from their obligations to pay such additional amounts that may be due in accordance with Section 3.05(a) or (b), (ii) such termination of the Commitment of such Lender, prepayment of Loans and cash collateralization of such Participation Interests in Swingline Loans and LOC Obligations does not conflict with any law, rule or regulation or order of any court or other Governmental Authority, Body and (yiii) the Borrower Borrowers shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing cash collateralized such Lender's Participation Interests in outstanding Swingline Loans and recordation fee of $3,500 if such assignee is not an existing LenderLOC Obligations.

Mandatory Assignment; Commitment Termination. In the event any Lender Bank delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender Bank to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another LenderBank, if a Lender Bank accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender Bank and prepay all outstanding Loans (other than Competitive Loans) of such LenderBank; PROVIDED provided that (x) such termination of the Commitment of such Lender Bank and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Paying Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c2.15(c) or a notice in accordance with Section 2.10 2.12 or 2.14 or is a Defaulting Lender2.16, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.192.21, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (x) such termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender Bank delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender Bank to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another LenderBank, if a Lender Bank accepts such assignment); PROVIDED that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender Bank and prepay all outstanding Loans (other than Competitive Loans) of such LenderBank; PROVIDED that (x) such termination of the Commitment of such Lender Bank and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event that any Lender delivers to the Administrative Agent or the BorrowerBorrowers, as appropriate, a certificate in accordance with Section 2.13(c3.05(d) or a notice in accordance with Section 2.10 3.06 or 2.14 in the event that any Lender fails to fulfill its Commitment to make any Revolving Loan, then, provided that no Default or Event of Default has occurred and is a Defaulting Lender, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19continuing at such time, the Borrower Borrowers may, at its their own expenseexpense (such expense to include any transfer fee payable to the Administrative Agent under Section 12.04(b)), and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with and subject to the terms and conditions of Section 8.0412.04(b)), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent Eligible Assignee which shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not relieve the Borrowers from their obligations to pay such additional amounts that may be due in accordance with Section 3.05(a) or (b), (ii) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority Body and (iiiii) the Borrower Borrowers or such assignee Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all accrued Fees and other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (xi) such termination of the Commitment of such Lender shall not relieve the Borrowers from their obligations to pay such additional amounts that may be due in accordance with Section 3.05(a) or (b), (ii) such termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or other Governmental Authority, Body and (yiii) the Borrower Borrowers shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Paying Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c2.14(c) or a notice in accordance with Section 2.10 2.11 or 2.14 or is a Defaulting Lender2.15, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.192.20, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (x) such termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender Bank delivers to the Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender Bank to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another LenderBank, if a Lender Bank accepts such assignment); PROVIDED provided that (i) such 40 36 assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender Bank and prepay all outstanding Loans (other than Competitive Loans) of such LenderBank; PROVIDED provided that (x) such termination of the Commitment of such Lender Bank and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event that any Lender delivers to the Administrative Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c3.05(d) or a notice in accordance with Section 2.10 3.06 or 2.14 in the event that any Lender fails to fulfill its Commitment to make any Revolving Loan, then, provided that no Default or Event of Default has occurred and is a Defaulting Lender, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19continuing at such time, the Borrower may, at its own expenseexpense (such expense to include any transfer fee payable to the Administrative Agent under Section 12.04(b)), and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with and subject to the terms and conditions of Section 8.0412.04(b)), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent Eligible Assignee which shall assume such assigned obligations (which assignee Eligible Assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not relieve the Borrower from its obligations to pay such additional amounts that may be due in accordance with Section 3.05(b), (ii) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority Body and (iiiii) the Borrower or such assignee Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all accrued Fees and other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and Lender, prepay all outstanding Loans (other than Competitive Loans) of such Lender and cash collateralize such Lender's Participation Interests in Swingline Loans and LOC Obligations then outstanding; PROVIDED provided that (xi) such termination of the Commitment of such Lender and shall not relieve the Borrower from its obligations to pay such additional amounts that may be due in accordance with Section 3.05(b), (ii) such termination of the Commitment of such Lender, prepayment of Loans and cash collateralization of such Participation Interests in Swingline Loans and LOC Obligations does not conflict with any law, rule or regulation or order of any court or other Governmental Authority, Body and (yiii) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing cash collateralized such Lender's Participation Interests in outstanding Swingline Loans and recordation fee of $3,500 if such assignee is not an existing LenderLOC Obligations.

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Paying Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Revolving Credit Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Revolving Credit Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (x) such termination of the Commitment of such Lender and prepayment of Revolving Credit Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Revolving Credit Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.

Mandatory Assignment; Commitment Termination. In the event any Lender delivers to the Paying Agent or the Borrower, as appropriate, a certificate in accordance with Section 2.13(c) or a notice in accordance with Section 2.10 or 2.14 or is a Defaulting Lender2.14, or the Borrower is required to pay any additional amounts or other payments in accordance with Section 2.19, the Borrower may, at its own expense, and in its sole discretion (a) require such Lender to transfer and assign in whole or in part, without recourse (in accordance with Section 8.049.04), all or part of its interests, rights and obligations under this Agreement (other than outstanding Competitive Loans) to an assignee acceptable to the Agent which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (b) terminate the Commitment of such Lender and prepay all outstanding Loans (other than Competitive Loans) of such Lender; PROVIDED provided that (x) such termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority, Authority and (y) the Borrower shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts owed to it hereunder and (z) the Borrower shall have paid to the Agent a processing and recordation fee of $3,500 if such assignee is not an existing Lenderhereunder.