Common use of Prohibited Event Clause in Contracts

Prohibited Event. (a) In the event a Funding Party notifies Administrative Agent that, subsequent to the Closing Date, such Funding Party or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also reasonably cooperate to replace such Affected Funding Party.

Prohibited Event. (a) In the event a Funding Party Lender notifies Administrative Agent that, subsequent to the Closing Date, such Funding Party Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor Partner in connection with its investment in a Borrower or this transaction; , or (ii) has acquired any discretionary authority or control with respect to any ERISA InvestorPartner’s investment in a Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §§ 2510.3-21(c)) or any successor regulation of the United States Department of Labor under ERISA) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above (the “Prohibited Event”) shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue CodeIRC, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such deemed prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) IRC or otherwise. Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party such Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) Partner. If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the any deemed prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue CodeIRC or otherwise, then the parties shall also reasonably cooperate to replace such Affected Funding Partyaffected Lender.

Prohibited Event. (a) In the event a Funding Party Lender notifies Administrative Agent that, subsequent to the Closing Date, such Funding Party Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower or this transaction; , or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) or any successor regulation of the United States Department of Labor under ERISA) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above (the “Prohibited Event”) shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such deemed prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) Code or otherwise; provided, that such Prohibited Event shall not be an Event of Default or otherwise a breach of this Agreement by the Borrower or its Affiliates. Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party such Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) . If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the any deemed prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue CodeCode or otherwise, then the parties shall also reasonably cooperate to replace such Affected Funding Partyaffected Lender.

Prohibited Event. (a) In the event a Funding Party Lender notifies the Administrative Agent that, subsequent to the Closing Date, such Funding Party Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower the Borrower, the Guarantor, the Pledgor or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a Borrowerany Credit Party, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above (the “Prohibited Event”) shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, Code with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) Notwithstanding anything in this Credit Agreement to the contrary. NOTWITHSTANDING ANYTHING IN THIS CREDIT AGREEMENT TO THE CONTRARY, any such correction shall prevent the Funding Party Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) . If the Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also reasonably cooperate to replace such Affected Funding Partyaffected Lender.

Prohibited Event. (a) In the event a Funding Party notifies Administrative Agent that, subsequent to the Closing Date, such Funding Party or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower Fund or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a BorrowerFund, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above shall be deemed to have caused treated as a potential non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such potential prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the potential prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also reasonably cooperate to replace such Affected Funding Party.

Prohibited Event. (a) In the event a Funding Party notifies Administrative Agent that, subsequent to the Closing Date, such Funding Party or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower or this transaction; or (ii) 80 has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also reasonably cooperate to replace such Affected Funding Party.

Prohibited Event. (a) In the event a Funding Party Lender notifies Administrative Agent that, subsequent to the Closing Date, such Funding Party Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower any Loan Party or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a Borrowerany Loan Party, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above (the “Prohibited Event”) shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) 406 of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) . Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) . If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also reasonably cooperate to replace such Affected Funding Partyaffected Lender.

Prohibited Event. (a) In the event a Funding Party Lender notifies the Administrative Agent that, subsequent to the Closing Date, such Funding Party Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties hereto hereby agree that the event described in clause (i) or (ii) above shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party Lenders from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) If the Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties hereto shall also reasonably cooperate to replace such Affected Funding Partyaffected Lender.

Prohibited Event. (a) In the event a Funding Party Lender notifies Administrative Agent that, subsequent to the Closing Date, such Funding Party Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in a Borrower or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in a Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3-21(c)) with respect to such investment, the parties hereby agree that the event described in clause (i) or (ii) above shall be deemed to have caused a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the Internal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall reasonably cooperate with each other to correct such prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code. (b) Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent the Funding Party Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. (c) If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct the prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also reasonably cooperate to replace such Affected Funding PartyLender.