Common use of Prohibited Event Clause in Contracts

Prohibited Event. In the event a Lender notifies Agent that, subsequent to the Closing Date, such Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Partner in connection with its investment in Borrower or this transaction, or (ii) has acquired any discretionary authority or control with respect to any ERISA Partner’s investment in 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 prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the IRC, with respect to the transactions described in this Agreement, and the parties to this Agreement shall cooperate with each other to correct such deemed prohibited transaction in accordance with Section 4975(f)(5) of the IRC or otherwise. Notwithstanding anything in this Agreement to the contrary, any such correction shall prevent such Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Partner. If Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct any deemed prohibited transaction in accordance with Section 4975(f)(5) of the IRC or otherwise, then the parties shall also cooperate to replace such affected Lender.

Prohibited Event. In the event a Lender notifies Agent that, subsequent to the Closing Date, such Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Partner Investor in connection with its investment in Borrower or this transaction, or (ii) has acquired any discretionary authority or control with respect to any ERISA PartnerInvestor’s investment in 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 prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the IRCInternal Revenue Code, with respect to the transactions described in this Agreement, and the parties to this Agreement shall cooperate with each other to correct such deemed prohibited transaction in accordance with Section 4975(f)(5) of the IRC Internal Revenue 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 Agreement to the contrary, any such correction shall prevent such Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA PartnerInvestor. If Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct any deemed prohibited transaction in accordance with Section 4975(f)(5) of the IRC Internal Revenue Code or otherwise, then the parties shall also cooperate to replace such affected Lender.

Prohibited Event. In the event a Lender notifies the Administrative Agent that, subsequent to the Closing Date, such Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Partner Investor in connection with its investment in Borrower the Borrower, the Guarantor, the Pledgor or this transaction, ; or (ii) has acquired any discretionary authority or control with respect to any ERISA PartnerInvestor’s investment in Borrowerany Credit Party, 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 prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the IRC, Code with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall cooperate with each other to correct such deemed prohibited transaction in accordance with Section 4975(f)(5) of the IRC or otherwiseCode. Notwithstanding anything in this Agreement to the contraryNOTWITHSTANDING ANYTHING IN THIS CREDIT AGREEMENT TO THE CONTRARY, any such correction shall prevent such the Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA PartnerInvestor. If the Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct any deemed the prohibited transaction in accordance with Section 4975(f)(5) of the IRC or otherwiseInternal Revenue Code, then the parties shall also cooperate to replace such affected Lender.

Prohibited Event. In the event a Lender notifies Administrative Agent that, subsequent to the Closing Date, such Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Partner Investor in connection with its investment in Borrower any Loan Party or this transaction, ; or (ii) has acquired any discretionary authority or control with respect to any ERISA PartnerInvestor’s investment in Borrowerany Loan Party, 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 prohibited transaction under Section 406(a) 406 of ERISA or Section 4975(c)(1)(A), (B), (C) or (D) of the IRCInternal Revenue Code, with respect to the transactions described in this Credit Agreement, and the parties to this Credit Agreement shall cooperate with each other to correct such deemed prohibited transaction in accordance with Section 4975(f)(5) of the IRC or otherwiseInternal Revenue Code. Notwithstanding anything in this Credit Agreement to the contrary, any such correction shall prevent such the Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA PartnerInvestor. If Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to correct any deemed the prohibited transaction in accordance with Section 4975(f)(5) of the IRC or otherwiseInternal Revenue Code, then the parties shall also cooperate to replace such affected Lender.